2022-2023
Contents
Corporate Overview
Board of Directors
Management Reports
Management Discussion and Analysis
Director’s Report
Corporate Governance Report
Financial Statements
Standalone Financial Statements
Consolidated Financial Statements
Notice
Notice to the AGM
02
04
07
24
37
90
137
CORPORATE INFORMATION
Board of Directors
Mr. Dhirendra Swarup
Non-Executive Chairman & Independent Director
DIN: 02878434
Mr. Sunil Arjan Lulla
Executive Vice Chairman & Managing Director
DIN: 00243191
Mr. Pradeep Dwivedi
Executive Director & Chief Executive Officer
DIN: 07780146
Mr. Manmohan Kumar Sardana
Non-Executive Independent Director
DIN: 09294639
1
Ms. Bindu Saxena
Non-Executive Independent Director
DIN: 00167802
2
Mrs. Urvashi Saxena
Non-Executive Independent Director
DIN: 02021303
Mr. Sagar Sadhwani
Non-Executive Non-Independent Director
DIN: 03559502
3
Mr. Vijay Thaker
Executive Director and Vice President - Company Secretary &
Compliance Officer
DIN: 01867309
Chief Financial Officer
Mr. Rajesh Chalke
Corporate Identification Number (CIN)
L99999MH1994PLC080502
Statutory Auditors
Haribhakti & Co. LLP
Chartered Accountants
(Firm Registration No. 103523W/W100048)
Bankers
IDBI Bank Limited (Lead Bank)
Bank of Baroda
Punjab National Bank
Indian Overseas Bank
Union Bank of India
State Bank of India
Registered Office
901/902, Supreme Chambers
Off. Veera Desai Road
Andheri West
Mumbai - 400 053
Maharashtra (India)
Tel: +91 22 66021500; Fax: +91 22 66021540
Email: compliance.officer@erosintl.com
Website: www.erosmediaworld.com
Registrar & Share Transfer Agent
Link Intime India Private Limited
Unit: Eros International Media Limited
C 101, 247 Park
LBS Marg, Vikhroli West
Mumbai 400 083
Maharashtra (India)
CIN: U67190MH1999PTC118368
Tel: +91 22 4918 6270; Fax: +91 22 4918 6060
E-mail: rnt.helpdesk@linkintime.co.in
Website: www.linkintime.co.in
Ms. Bindu Saxena ceased to be a Director of the Company w.e.f. 20 July 2023.
1
2 Mrs. Urvashi Saxena was appointed as Non-Executive Independent Director of the Company w.e.f. 11 August, 2023.
3 Mr. Sagar Sadhwani was appointed as Non-Executive Non-Independent Director of the Company w.e.f 11 August, 2023.
BOARD OF DIRECTORS
Mr. Dhirendra
Swarup
Non-Executive
Chairman,
Independent
Mr. Sunil Arjan
Lulla
Executive Vice
Chairman &
Managing Director
A government-certified accountant and a member of the
Institute of Public Auditors of India, Mr. Swarup holds a post-
graduate degree in humanities. A career bureaucrat, he
retired as Secretary of Ministry of Finance, Government of
India in 2005. He possesses a vast experience of 47 years in
the finance sector and has also worked in the UK, Turkey and
Georgia. He was the Chairman of Financial Sector Redress
Agency and is also on the Board of several listed companies
besides acting as a member and the Chairman of several
committees. In the past, he has held many key positions
and responsibilities like being a member of the Board of the
SEBI, a member of the Permanent High-level Committee on
Financial Markets, Chairman of the Pension Funds Regulatory
Authority, Chief of the Budget Bureau of the Government of
India, a member secretary of the Financial Sector Reforms
Commission, Chairman of Public Debt Management Authority
Task Force, Vice-Chairman of the International Network on
Financial Education of OECD.
Mr. Lulla holds a commerce degree from the University of
Mumbai. Possessing an expansive 29 year long experience in
the Media & Entertainment industry, he has been associated
with Eros since its inception. He led the Company’s growth
within India for many years before being appointed Executive
Vice Chairman & Managing Director of Eros India on 28
September 2009. Mr. Lulla was reappointed to the same
position on 15 December 2020 for another period of five years.
During his stint, he has contributed tremendously in developing
and expanding the Company’s business in India. Under his
able leadership, the Company continued to achieve milestones.
He has been instrumental in developing the Company’s
distribution business along with its home entertainment and
music segments.
Mr. Manmohan
Kumar Sardana
Non-Executive,
Independent
Ms. Bindu Saxena
Non-Executive,
Independent*
Mr. Manmohan Kumar Sardana was serving as teaching
assistant in the Physics Department of the Punjab University
from 1965 to 1967, thereafter he joined the Indian Administrative
Service (IAS) in 1968 and was allocated to the West Bengal
Cadre. After serving in different capacities in the State of
West Bengal and in various Ministries of the Government of
India, Mr. Sardana retired from the service finally in 2004 as
Secretary Ministry of Corporate Affairs, He joined as Member,
MRTP Commission soon after his retirement i.e., in 2004 and
finally completed his tenure in the MRTP as its acting Chairman
in 2009. He remained Ex-officio Member of SEBI, during his
tenure as Secretary, Ministry of Corporate Affairs. From 2010 till
31 March 2021, Mr. Sardana has been a Visiting Fellow at the
Institute for Studies in Industrial Development (ISID) advising
on public policy issues.
Ms. Bindu Saxena, is a practicing Advocate and is a partner
of the law firm Swarup & Company, New Delhi, India and has
over 36 years of experience as corporate attorney with clients in
India and overseas including large multinational corporations.
Her experience as corporate attorney includes experience of
commercial transactions and projects in India and overseas,
Her experience includes Indian and transborder transactions,
acquisitions,
transactions,
joint ventures, private equity
investments and participation
in both new and existing
companies and ventures in diverse sectors and industry.
She has been advising clients (both Indian and foreign and
in private sector and public sector) in diverse corporate and
commercial matters and transactions and projects including
foreign collaboration, foreign investment, funding, acquisitions,
mergers, amalgamations and takeovers and in all aspects of
structuring, negotiating and drafting of diverse business and
project related for diverse sectors including infrastructure,
fertilizer, mining, refineries, steel, chemicals, engineering
goods etc. She also handles court matters including litigation
to corporate matters, contractual disputes,
pertaining
enforcement of foreign awards, domestic and international
commercial arbitration and matters before various tribunals etc.
* Ceased to be Independent Director w.e.f. 20 July 2023.
2
ANNUAL REPORT 2022-23
CORPORATE OVERVIEW |
MANAGEMENT REPORT FINANCIAL MANAGEMENT
|
Mr. Pradeep
Dwivedi
Chief Executive
Officer and
Executive Director
Vijay Thaker
Executive Director
and VP-Company
Secretary &
Compliance Officer
Mr. Pradeep Dwivedi is a senior media industry professional
and Group CEO of the Company since January 2020. He
is an accomplished industry leader with an experience of
over two decades in Advertising & Media Business, Telecom
&Technology Enterprises, Banking & Financial services
Institutions and Automotive sector, with established credentials
in digital infotainment business as well as Print Publication,
News Television channels and Experiential Events. He has
a demonstrated track record in Revenue growth, Sales &
Marketing, Value creation, Joint ventures & Partnerships,
Investments, product & service delivery, risk operations &
general management. In the past, he has been Group CEO of
Sakal Media Group, Chief Corporate Sales & Marketing Officer
of Dainik Bhaskar Group, and worked with organisations
such as Tata Teleservices, American Express, GE Capital,
Standard Chartered Bank & Eicher Motors India. He is an active
participant in many media industry associations as Director of
IAA (India Chapter) and a managing committee member of The
Advertising Club of India.
Mr. Vijay Thaker, aged 69 years, is a Fellow Member of the
Institute of Chartered Accountants of India and Associate
Member of the Institute of Company Secretaries of India since
1988 and also holds MBA (Finance) degree from Institute of
Chartered Financial Analyst of India, Bachelor Degree in Law
and Bachelor Degree in Commerce in Accounts. He has an
overall experience of 37+ years and had been responsible
for Corporate & Secretarial Compliances, Corporate Finance,
Budgetary Controls, Business Plan, Treasury Functions, Profit
Planning, Project Accounting, Internal, Statutory and tax Audit,
Mergers, demergers & acquisition, Management & Operational
Audit, & Taxation.
Mrs. Urvashi
Saxena
Non-Executive
Independent*
Mr. Sagar
Sadhwani
Non-Executive
Non-Independent*
Mrs. Urvashi Saxena, aged 78 years, is a post graduate in History
from the University of Allahabad and a Law graduate from
Lucknow University. She joined the Indian Revenue Service in
1968 and retired in 2005, as Chief Commissioner of Income Tax
Mumbai. Thereafter, she was appointed as a Member of the
Income Tax Settlement Commission from where she retired as
Chairman in June 2007. After retirement she joined a Law firm in
Mumbai as advisor on matters of taxation and company affairs.
Mr. Sagar Sadhwani, aged 37 years, holds a Bachelor’s degree in
Electrical and Electronics Engineering and a Master’s degree in
Technology in Software Engineering. He is a seasoned media
professional with 16+ years of diverse experience in Business
Development, Theatrical Distribution of Indian films, Content
Syndication & Ancillary Sales, Marketing & Finance Management
for Media / Entertainment companies. Mr. Sagar has fully
managed worldwide distribution of 25+ mega budget films of
various South Indian languages.
* Appointed as Non-Executive Independent Director w.e.f. 11 August 2023.
* Appointed as Non-Executive Non-Independent Director w.e.f. 11 August 2023.
EROS INTERNATIONAL MEDIA LIMITED 3
MANAGEMENT DISCUSSION & ANALYSIS REPORT
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Global Economy
The global economy appears poised for a gradual recovery from the
devastating effects of the pandemic and of war in Ukraine. China is
rebounding strongly following the reopening of its economy. Supply-
chain disruptions are unwinding, while the dislocations to energy and
food markets caused by the war are receding. Simultaneously, the
massive and synchronous tightening of monetary policy by most
central banks should start to yield results, with inflation slowly going
down. Although inflation has declined as central banks have raised
interest rates and food and energy prices have come down, underlying
price pressures are proving sticky, with labour markets tight in a number
of economies. Side effects from the fast rise in policy rates are
becoming apparent, as banking sector vulnerabilities are coming into
focus and fears of contagion have risen across the broader financial
sector, including nonbank financial institutions. Policymakers are taking
actions to stabilize the banking system. Global growth will bottom out at
2.8% in 2023 before rising modestly to 3.0% in 2024. Global inflation will
decrease from 8.7% in 2022 to 7.0% in 2023 and 4.9% in 2024.
Projected growth share of global growth in 2023
Source: IMF, World Economic Outlook, April 2023.
Indian Economy
India's economy has shown remarkable resilience in the face of global
uncertainties, cementing its position as a significant driver of global
economic progress. The country has registered GDP of 7.2% in
FY2022-23, remaining one of the world's fastest-growing economies,
surpassing the UK to become the fifth-largest economy in the world.
This success is partly due to the Government's efforts to enhance
transportation infrastructure, logistics, and the overall business
ecosystem, which have created a more favorable environment for
businesses to operate in and have been instrumental in sustaining
India's economic growth.
To ensure economic stability, the Reserve Bank of India (RBI) has
adopted a stable monetary policy stance, considering the declining
inflation trajectory, positive macroeconomic factors, and increasing
consumer aspirations. As a result, the RBI has decided to keep the repo
rate unchanged for the second consecutive time, taking a cautious
approach.
The Indian Government's strategic initiatives, including the PM Gati
Shakti (National Master Plan), the National Monetisation Plan (NMP),
and the Production Linked Incentive (PLI) plan, have played a crucial
role in fostering economic growth. Furthermore, there are optimistic
4
ANNUAL REPORT 2022-23
prospects for the manufacturing, services, agriculture, and related
industries, which, combined with improved business and consumer
confidence, are expected to support domestic consumption.
Additionally, the accelerated credit expansion is anticipated to further
contribute to the overall economic growth in the near term.
India's economic success has been built on the foundation of a robust
private sector and a government committed to creating a favorable
business environment while ensuring long-term stability.
Media & Entertainment Industry
The Indian Media & Entertainment ("M&E") sector grew 20% to ` 2.1
trillion (US$26.2 billion), 10% above its pre-pandemic levels. While
television remained the largest segment, digital media cemented its
position as a strong number two segment followed by print media. The
M&E sector is expected to grow 11.5% in 2023 to reach ` 2.34 trillion
(US$29.2 billion), then grow at a CAGR of 10% to reach ` 2.83 trillion
(US$35.4 billion) by 2025.
The filmed entertainment segment recovered as theatrical releases
doubled and reclaimed the fourth position overtaking online gaming.
Over 1,600 films were released in 2022, which is 9% higher than 2019
levels. 335 Indian films were released overseas. Gross box Office
(GBO) revenues increased almost three times the revenues of 2021 to
` 105 billion. The ` 100 billion mark in GBO collections was crossed
only the second time in Indian history. There is a large expansion in
regional films. Of the 1,623 movies released this year across
languages, the highest number of films were released in Telugu (278),
Kannada (233), followed by Tamil (288) and Malayalam (199). Only 194
films were released in Hindi. Filmed entertainment recovered to 90% of
its pre-pandemic levels. We expect the film segment to continue to
grow, driven by theatrical revenues as Hindi movies go mass in their
storytelling, incorporate more VFX to enhance the movie-going
experience and expand into tier-II and III cities.
As per the FICCI-EY Report, the Filmed Entertainment segment will
grow to ` 228 billion by 2025 driven by higher per capita income, which
will expand the cinema audience base to 120 to 150 million, and by
offering segmented offerings - classy and massey - for distinct
audience sets across markets and price points.
Source: FICCI-EY Media & Entertainment (M&E) Report 2023.
Digital Media Segment
It is estimated that the number of households paying for one or more
SVOD services has the potential to reach 100 Million, resulting in a total
digital video subscription of approximately ` 110 Billion by 2025. The
subscription revenues are anticipated to grow at a CAGR of 11%,
eventually reaching ` 97 Billion in 2025.
If prices remain at current levels, paid video subscription households
can grow to 52 Million. However, if prices are rationalized, this number
can reach up to 100 Million, resulting in a total subscription revenue of
between ` 91 Billion and ` 110 Billion. The growth in the number of
subscribing households is also dependent on factors such as growth in
per capita income, data pricing, growth of high-quality broadband and
the arbitrage between television & OTT pricing.
In the digital media space, the sharing economy is likely to manifest
itself in group subscription products for families, friends, neighbours,
colleges and corporates. Furthermore, there will be more opportunities
for content syndication among telecommunication companies, direct-
to-consumer platforms of brands and through various distribution
CORPORATE OVERVIEW |
MANAGEMENT REPORT FINANCIAL MANAGEMENT
|
channels such as transactional video-on-demand (TVOD). These
opportunities have the potential to generate more than ` 10 Billion by
2025.
The demand for original content is expected increase from 3,000 hours
in 2021 to over 4,000 hours by 2025, supplementing the digital video
subscription industry in India for significant growth and expansion
going ahead.
Company Overview
Eros International Media Limited (Eros International) is a leading global
Company in the Indian filmed and digital Entertainment Industry which
co-produces, acquires and distributes Indian language films in multiple
formats worldwide. The success is built on the relationships we have
cultivated over the past 40 years with leading talent, production
companies, exhibitors and other key participants in our industry.
Leveraging these relationships, we have aggregated rights to over
2,000 films in our library, including recent and classic titles that span
different genres, budgets and languages. We have co-
produced/acquired a portfolio of over 130+ new films over the last
three completed fiscal years. Film distribution across theatrical,
overseas and television and other channels along with library
monetization provide us with diversified revenue streams. In addition,
Eros International produces and acquires content for Eros Now, parent
Eros Media World Plc's, OTT entertainment service. Launched in 2012,
Eros Now has digital rights to over 12,000 films, out of which
approximately 5,000 films are owned in perpetuity, across Hindi and
regional languages from Eros' internal library, as well as third-party
aggregated content.
Your Company's key asset is a film library of over 2,000 films. In an effort
to reach a wide range of audiences, we maintain rights to a diverse
portfolio of films spanning various genres, generations and languages.
These include rights to films in Hindi and several regional languages,
Tamil, Telugu, Kannada, Marathi, Gujarati, Bengali, Malayalam and
Punjabi. We have strong operational focus in syndication and
monetization of these film and Music Rights as part of our business
development and operations.
Post COVID-19, your Company had challenges in completing projects
for releasing its films on account of significant cashflow challenges
leading to deferment of planned film slate. This impacted the revenue
and profitability of the Company during financial year 2022-23, and your
Company was forced to evaluate strategic assets sale of its Music
library to a third party. The consequent reduction of Bank debt and
liquidity in the balances is expected to allow your Company to
recommence production on its previously planned film slate.
Your Company is hopeful about sailing through the current situation
successfully and coming out on the other end. In order to do this, it is
working on innovative ways of earning revenue and strengthening its
value proposition, thus re-inventing itself, and further fortifying its
position.
The Company has also initiated formulating innovative ways of
updating its existing content libraries. Given a rise in demand for
content and increasing viewership on OTT platforms, coupled with the
limited production of new content, existing library content is likely to
become more valuable. Moreover, once normalcy resumes, owing to
pent-up demand, the M&E sector may be one of the first sectors of the
economy to see a revival, and Eros International is well-prepared with
its large existing content library, to take advantage of any digital
opportunities that exist, in the meantime.
Financial Overview (Consolidated)
FY
2022-23
FY
2021-22
68,063
37,313
YoY
Change
(in %)
82.41
Revenue from Operation
(` in lakh)
EBITDA (` in lakh)
(4,386)
6,100
(171.90)
Loss after Tax (` in lakh)
(11,978)
917
(1206.22)
EPS
Key Ratios*
(12.48)
(0.96)
(1200.00)
(Amount ` in Lakh)
FY
2022-23
FY
2021-22
Change
(%)
Reasons
Debtors Turnover
0.59
0.34
73.53
Inventory Turnover
Interest Coverage
Ratio
Nil
(0.62)
Nil
Nil
1.12
(155.36)
Current Ratio
1.08
0.89
21.35
Due to
Decrease in
trade
receivables
NA
Due to Loss
in Current
financial year
Due to
increase in
trade
receivables
Debt Equity Ratio
2.50
2.47
1.21
NA
Operating Profit
Margin (in %)
(9.00)
23.27
(138.68)
Net Profit Margin
(in %)
(0.26)
1.44
118.06
Return on Net Worth
(in %)
0.68
1.73
(60.69)
Due to
Increase in
expenses in
current year
Due to
Increase in
expenses in
current year
Due to
Increase in
loss in
current year
* Computed on Standalone basis.
Strategic Overview
Our strategy is driven by the scale and variety of our content and the
global exploitation of that content through diversified channels.
Specifically, we intend to pursue the following strategies:
• Scaling up productions, co-productions and acquisitions to
augment our film library and original digital content
• Expand our regional content offerings
• Effectively monetize our strong film library across various
platforms
• Create compelling content for our Eros Now, our parent Eros
Media World Plc's OTT entertainment service
• Capitalize on the highly attractive market opportunity driven by
secular tailwinds
EROS INTERNATIONAL MEDIA LIMITED 5
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Risk Management
The Risk Management framework includes Risk Management Policy
and identification of risks at Company Level, Strategic Level and
Operational level. The risk mitigation procedures associated with the
business and prioritization of risks include scanning the business
environment and having periodic risk review.
The risks associated with the Company's businesses are broadly
classified in following categories:
• Environmental Risk: Due to the adverse impact of COVID-19, the
Company may suffer losses but it can restrict the losses as
COVID-19 has been controlled.
• Economic Risk: Due to adverse geopolitical situations or
downturn which may negatively impact the Company's
organizational objectives.
• Regulatory Risk: Due to government regulations or any other
statutory violations and amendments, which may lead to
litigations and loss of reputation.
• Operational Risk: Ability to attract and retain clients and manage
a dynamic content distribution eco-system in view of rapid
changes in audience preferences.
Internal Control Systems and their Adequacy
The Company has adequate internal controls required in the nature of
its business and operations. The company can safeguard its assets
and financial transactions with adequate checks and balances, while
adhering to accounting policies. Systems are reviewed and improved
regularly. With the Company's budgetary control system, it monitors
revenue and expenditure with actual vs. approved budget. The
Company has engaged an independent firm of Chartered Accountants
as its Internal Auditor which monitors and assesses the adequacy and
effectiveness of the Internal Controls and Systems. Deviations from
standard operating procedures are periodically reviewed and
compliances are ensured.
The summary of the internal audit observations and status of
implementation are submitted to the Audit Committee every quarter for
its review and concerns, if any, are reported to the Board. The statutory
auditors review the efficacy and adequacy of the internal audit function
as a part of their audit procedures and has full access to all the reports
and findings of the internal audit.
Human Resource
The Company believes that it has an excellent talent pool. This talent
pool is the key to our sustained performance and improvement
initiatives. The Company has a diverse employee base with technical
knowledge and functional expertise. This helps to deliver the stipulated
target. Performance is valued as an essential tool to accomplish vision,
mission and objectives. The Company's 'Human Capital' headcount
stands at 122 as on 31 March, 2023.
Outlook
The Media and Entertainment industry will continue to adjust business
models to cater to a paradigm change in consumer preferences
through deep customer understanding and strong engagement. The
sector will witness integration of all four formats viz video, experiential,
textual and audio to offer differentiated products in an omnichannel
driven business model. The industry is also likely to witness
consolidation and mergers, especially with the mid and
low
companies, to maintain a going concern and achieve scale. Operating
priorities will be guided by leveraging the end customer data to reveal
powerful insights, bringing efficiency in customer acquisition costs
through precision monitoring and reducing the turnaround time for new
product development. The M&E industry will have to leverage the
opportunities in regional markets, growth in digital infrastructure and
monetization strategies by investing in content, marketing and
technology.
The pandemic has made the Company re-strategize operational and
legal aspects of the business, such as project timelines, production
costs and schedules. The Company has a large content library, of its
own as well as on its group OTT platform Eros Now, and with the rise in
new content consumption patterns, its existing content is becoming
more valuable.
We expect the resumption of normalcy to be marked by the recovery of
the sector and provide all the players in the M&E space, across
mediums and segments, a much-needed boost and the Company is
well prepared with its existing huge content library to exploit any and all
digital opportunities that come its way in the meantime.
Cautionary Statements
Statements in the Management Discussion and Analysis describing
the Company's objectives, projections, estimates and expectations
may be 'forward-looking statements' within the meaning of applicable
securities, laws and regulations. Actual results could differ materially
from those expressed or implied. Important factors that could influence
the Company's operations include economic developments in India or
globally, demand and supply conditions in the industry, changes in
Government regulations, tax laws, litigations, employee relations and
others.
6
ANNUAL REPORT 2022-23
CORPORATE OVERVIEW |
MANAGEMENT REPORT FINANCIAL MANAGEMENT
|
DIRECTORS’ REPORT
To
The Members
Eros International Media Limited
Your Board of Directors are pleased to present 29 Annual Report of Eros International Media Limited (hereinafter referred to as "the Company")
covering the business, operations and Audited Financial Statements of the Company for the financial year ended 31 March 2023.
th
1.
FINANCIAL RESULTS
The Financial Performance of your Company for the year ended 31 March 2023 is summarized below:
(` in lakhs)
Standalone Year Ended
Consolidated Year Ended
Particulars
Sales and other Income
Profit / (Loss) before exceptional items & tax
Exceptional (loss)/ gain
Profit / (Loss) Before Tax
Less: Tax Expenses / (Credit)
Net Profit / (Loss) from the year from continuing operation
Profit / (Loss) for the year attributable to:
Equity shareholders of the Company
Non-controlling interests
Other comprehensive income (net of taxes)
Total comprehensive income/ (loss) for the year
Attributable to:
Equity shareholders of the Company
Non-controlling interests
EPS (Diluted) in `
2.
FINANCIAL PERFORMANCE
On a consolidated basis, the Company has recorded revenues of
` 75,651 Lakh which was increased by 62.45% as compared to
previous year of ` 46,569 Lakh. The loss before tax amounted to
` 11,968 Lakh as against previous year loss of ` 115 Lakh. The
loss after tax attributable to equity shareholders was ` 11,978
Lakh as compared to previous year's loss of ` 917 Lakh. Diluted
EPS decreased to ` (12.48) as compared to previous year ` (0.96).
On standalone basis, the Company has recorded lower revenues
of ` 45,142 Lakh which was lower by 75.23% as compared to
previous year of ` 25,761 Lakh. However, for current financial
year, the loss before tax amounted to ` 11,331 Lakh as against
loss in the previous year of ` 360 Lakh. The loss after tax stood at
` 11,331 Lakh as compared to previous year profit of ` 360 Lakh.
Diluted EPS decreased to ` (11.81) as compared to previous year
` 0.38.
3. OPERATIONAL PERFORMANCE
We continue as a global company in the Indian film entertainment
industry that co-produces, acquires and distributes Indian
language films in multiple formats worldwide. We have a multi-
platform business model and derive revenues from multiple
distribution channels.
Our content strategy leverages on multi-verse unique IP
development, high concept, new talent films, franchises and
multilanguage co-productions. The Indian audience's propensity
to consume content in local language has been increasing, and
in recent times regional films are breaking language barriers as
they cross over with dubbed versions to other markets especially
the Hindi market. The regional industry also has strong releases
in the next year and the market is only expected to expand further.
2022-23
45,142
(11,331)
Nil
(11,331)
Nil
(11,331)
-
-
17
(11,314)
-
-
(11.81)
2021-22
2022-23
2021-22
25,761
360
Nil
360
Nil
360
-
-
10
370
-
-
0.38
75,651
(11,968)
Nil
(11,968)
10
(11,978)
(11,655)
(323)
7,823
(4,155)
(3,833)
(322)
(12.48)
46,569
(115)
Nil
(115)
802
(917)
(758)
(159)
3,372
2,455
2,614
(159)
(0.96)
Our Company's key asset is a film library of over 2,000 films. In an
effort to reach a wide range of audiences, we maintain rights to a
diverse portfolio of films spanning various genres, generations
and languages. These include rights to films in Hindi and several
regional languages, Tamil, Telugu, Kannada, Marathi, Gujarati,
Bengali, Malayalam and Punjabi. We have strong operational
focus in syndication and monetization of these film and Music
Rights as part of our business development and operations.
In April 2022 Significant Corporate developments have taken
place in our ultimate Holding Company Eros STX Global
Corporation. The ultimate Holding Company has successfully
completed sale of STX Entertainment subsidiary and related
transactions. Post the said sale, name of the Holding Company
has been changed to Eros Media World PLC (hereafter referred to
as EMWP).
Key highlights of above transaction are as follows:
–
–
–
–
Completion of previously announced sale of STX
subsidiary, which has resulted in significant reduction of
debt at ultimate Holding Company level.
Several strategic changes in Board of Directors and
management team.
Strong near-term revenue growth and significant reduction
in net debt.
Market Opportunities with large Content library and two
main verticals: Studio, Digital and Music.
EMWP, the ultimate holding company is a global Indian Media and
Entertainment company announced corporate decisions to de-
register under the US Securities Exchange Act of 1934, which
became effective in April 2023, and the delisting from the New
York Stock Exchange ("NYSE") effective January 2023. EMWP has
EROS INTERNATIONAL MEDIA LIMITED 7
DIRECTORS’ REPORT
been exploring a number of potential strategies including
selective sale of assets in its diversified portfolio, so that it may
concentrate on its core business.
On March 22, 2023, the company announced that it has executed
a binding agreement for an itemized asset sale with regards to its
music assets (including all rights, title and interests related
thereto) to a global music major entity.
On March 28, 2023, EMWP executed a Share Purchase
Agreement by and amongst Eros Media World Plc, its wholly
owned Isle of Man subsidiary, Eros Digital Limited ("EDL") and
Xfinite Global Plc, to sell and transfer the 'Eros Now' OTT platform
along with any incidental trademarks, including the complete
content library owned by or licensed to the EDL and its
subsidiaries, all contracts, licenses in relation to the business, key
personnel and all other peripheral items that are required to or
necessary for the conduct of the business of Eros Now to Xfinite
Global PLC, subject to final closing conditions. The decision to
sell Eros Now to Xfinite Global PLC took place after an extensive
process overseen by a Special Independent Committee of the
Board to solicit bids from potential buyers and to negotiate the
best possible terms from Xfinite Global PLC. Xfinite Global PLC is
controlled by members of the family that founded the Company
and continue to hold a controlling interest in the Company.
EMWP intends to invest in its core business of Film Studios at the
company to acquire, co-produce and distribute films, digital
content, and music across multiple formats such as theatrical,
television, OTT digital media streaming and plans to reveal its
upcoming film slate shortly.
4.
DIVIDEND
In view of losses, your Directors do not recommend any dividend
to its members for the financial year 2022-23.
The Dividend Distribution policy adopted by the Company in
terms of SEBI (Listing Obligations & Disclosures
Requirements) Regulations, 2015 ("SEBI Listing Regulations").
This Policy is uploaded on the website of the Company at
www.erosmediaworld.com.
5.
RESERVES
The Company has not transferred any amount to the general
reserve during the current financial year.
6.
EMPLOYEES' STOCK OPTION SCHEME
During the year, the Company issued and allotted 29,247 Equity
Shares of ` 10/- each of the Company, pursuant to exercise of
stock options by the eligible employees of the Company and its
subsidiary companies, under the Eros Employee Stock Option
Scheme 2017. As a result of such allotment, the paid up share
capital increased from ` 95,88,48,720 (comprising of 9,58,84,872
equity share of ` 10/- each) to ` 95,91,41,190 (comprising of
9,59,14,119 equity share of ` 10/- each). The shares so allotted
rank pari-passu with the existing share capital of the Company.
Expect as stated herein, there was no other change in the share
capital of the Company.
th
During FY 2022-23, the Members at the 28 Annual General
Meeting of the Company ("AGM") held on 27 September, 2022
had approved vide special resolution
for adoption and
implementation of Eros International Media Limited-Employee
Stock Option Scheme (hereinafter referred to as "EROS ESOS
2022" or "the Plan") for grant of 1,50,00,000 Employee Stock
Options to the eligible employees of the Company. EROS ESOS
2022 seeks to drive long-term performance, retain key talent, and
to provide an opportunity for the employees to participate in the
growth of the Company.
8
ANNUAL REPORT 2022-23
The Plan has been formulated in accordance with the provisions
of the Companies Act, 2013 ('the Act') and SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021
("SBEB&SE Regulations"). The Nomination and Remuneration
Committee ("NRC") administers the Plan and functions as the
Compensation Committee for the purposes of SBEB&SE
Regulations.
In compliance with the requirements of the SBEB&SE
Regulations, a certificate from Secretarial Auditors, confirming
the implementation of the Plan in compliance with the SBEB&SE
Regulations and shareholder's resolution, will be available for
electronic inspection by the Members during the AGM of the
Company. Members desirous of inspecting the certificate, may
follow the procedure listed down in the Notes to the Notice of the
AGM. During the year under review, there have been no grants
made by the Company to any of the eligible employees of the
Company.
The eligible employees shall be granted EROS ESOS 2022, as
determined by the NRC of the Board, which will vest as per the
approved vesting schedule and are exercisable into fully paid-up
equity shares of ` 10/- (Rupee Ten Only) each of the Company, on
the terms and conditions as provided under the Plan, in
accordance with the provisions of the applicable laws and
regulations for the time being in force. During the year under
review, no grants were made to eligible employees of the
Company.
The statutory disclosures as mandated under the Act and
from Secretarial
SBEB&SE Regulation and a certificate
Auditors, confirming
in
the Scheme
implementation of
accordance with SBEB&SE Regulations and shareholder's
resolution have been hosted on the website of the Company at
www.erosmediaworld.com.
7.
SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE
COMPANIES
As on 31 March 2023, the Company has 9 subsidiaries. There has
been no material change in the nature of the business of the
Company and its subsidiaries. Pursuant to the provisions of
Section 129(3) of the Act, read with Rule 5 of the Companies
(Accounts) Rules, 2014, a statement containing salient features of
the financial statements of the Company's subsidiaries and joint
venture, its performance and financial position is provided in the
prescribed Form AOC-1 attached to this Report as Annexure A.
None of the subsidiary companies except Copsale Limited (a
British Virgin Island Company) and Colour Yellow Productions
Private Limited are material subsidiary in terms of Regulation
16(c) of the SEBI Listing Regulations (as amended) and in
accordance with Company's policy on "Determination of material
subsidiaries", which is uploaded on the website of the Company
at www.erosmediaworld.com.
In accordance with Section 136 of the Act, the financial
statements of the subsidiary companies are available for
inspection by the members at the Registered Office of the
Company during business hours on all days except Saturdays,
Sundays and public holidays between 11:00 a.m. to 1:00 p.m. up
to the date of the AGM of the Company. Any member desirous of
obtaining a copy of the said financial statements may write to the
Company Secretary at the Registered Office of the Company.
The financial statements including the consolidated financial
statements,
financial statements of subsidiaries and all
other documents required to be attached to this report have
been uploaded on the website of the Company at
www.erosmediaworld.com.
CORPORATE OVERVIEW |
MANAGEMENT REPORT FINANCIAL MANAGEMENT
|
8.
BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL
In accordance with the provisions of Section 152(6) of the Act and
in terms of the Articles of Association of the Company, Mr. Vijay
Thaker, Executive Director (DIN: 01867309) retires by rotation at
the ensuing AGM and being eligible, has offered himself for
re-appointment.
As on the date of this report, apart from aforementioned
appointment/ re-appointment of Directors, Ms. Bindu Saxena
(DIN: 00167802) ceased to be the Independent Director of the
Company w.e.f 20 July, 2023. The Board placed on record her
appreciation for the valuable contribution rendered by Ms. Bindu
Saxena during her tenure as a Director of the Company.
The Board of Directors on recommendation of the NRC
appointed Mrs. Urvashi Saxena (DIN: 02021303) as an Additional
Non-Executive
Independent Director on the Board w.e.f.
11 August 2023 and Mr. Sagar S. Sadhwani (DIN: 03559502) as
an Additional Non-Executive Non-Independent Director on the
Board w.e.f. 11 August 2023, subject to approval of Members at
this AGM. They shall hold office as Additional Director up to the
date of this AGM and are eligible for appointment as a Director.
As per the provisions of the Act, Independent Directors have been
appointed for a period of five (5) years and shall not be liable to
retire by rotation. All other Directors, except Managing Director,
are liable to retire by rotation at the AGM of the Company.
The brief details of the Directors proposed to be appointed/
reappointed as required under Secretarial Standard 2 issued by
the Institute of Company Secretaries of India and Regulation 36 of
the SEBI Listing Regulations is provided in the Notice convening
AGM of the Company.
All the Directors of the Company have confirmed that they are not
disqualified to act as Director in terms of Section 164 of the Act.
As on the date of this Report, Mr. Sunil Arjan Lulla, Managing
Director, Mr. Pradeep Dwivedi, Executive Director & CEO,
Mr. Vijay Thaker, Executive Director and VP-Company Secretary &
Compliance Officer and Mr. Rajesh Chalke, Chief Financial
Officer are the Key Managerial Personnel of your Company in
accordance with the provisions of Section 2(51) read with Section
203 of the Act.
Declaration of Independence by Independent Directors &
adherence to the Company's Code of Conduct for
Independent Directors
All Independent Directors of the Company have given requisite
declarations under Section 149(7) of the Act, that they meet the
criteria of independence as laid down under Section 149(6) of the
Act along with Rules framed thereunder, Regulation 16(1) (b) of
SEBI Listing Regulations and have complied with the Code of
Conduct of the Company as applicable to the Board of Directors
and Senior Managers. In terms of Regulation 25(8) of the SEBI
Listing Regulations, the Independent Directors have confirmed
that they are not aware of any circumstance or situation, which
exists or may be reasonably anticipated, that could impair or
impact their ability to discharge their duties with an objective
independent judgement and without any external influence. The
Company has received confirmation from all the Independent
Directors of their registration on the Independent Directors
Database maintained by the Indian Institute of Corporate Affairs,
in terms of Section 150 read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014.
Board Meetings conducted during the year
The Board met six (6) times during the financial year under review,
the details of which are given in the Corporate Governance
Report that forms part of this Report.
Constitution of various Committees
The Board of Directors of the Company has constituted following
Committees:
Audit Committee
Nomination and Remuneration Committee
Stakeholders Relationship Committee
Corporate Social Responsibility Committee
a.
b.
c.
d.
e. Management Committee
Details of each of the Committees stating their respective
composition, terms of reference and others are uploaded on our
website at www.erosmediaworld.com and are stated in brief in
the Corporate Governance Report attached to and forming part
of this Report.
SEBI Order
The Securities and Exchange Board of India issued an Interim ex
parte order against the Company and its Promoters, Directors of
the Company under sections 11(1), 11(4) and 11B(1) read with
Section 19 of the SEBI Act, 1992. The Company and the concerned
noticees have submitted appeal to Securities Appellate Tribunal
(SAT) inter alia to set aside the ex-parte interim order passed by
SEBI and stay of the operation of the Order. The matter/s were listed
for hearing before the Hon'ble SAT Bench, and the Hon'ble SAT
Bench has reserved the order after hearing both parties.
Annual Evaluation of Board, its Committees and Individual
Directors
The Company has devised a Policy for performance evaluation of
the Board, its Committees and other individual Directors
(including Independent Directors) which includes criteria for
Performance Evaluation of the Non-Executive Directors and
Executive Directors. The evaluation process inter alia considers
attendance of Directors at Board and Committee Meetings,
acquaintance with business, communicating inter se Board
Members, effective participation, domain knowledge,
compliance with code of conduct, vision and strategy,
benchmarks established by global peers, etc., which is in
compliance with applicable laws, regulations and guidelines.
The Board carried out annual evaluation of the performance of the
Board, its Committees and Individual Directors and Chairman.
The Chairman of the respective Board Committees shared the
report on evaluation with the respective Committee Members.
The performance of each Committee was evaluated by the
Board, based on report on evaluation received from respective
Board Committees. The reports on performance evaluation of the
individual directors were reviewed by the Chairman of the Board.
Familiarization Programme for Independent Directors
Familiarization Programme
is
for
mentioned at length in Corporate Governance Report attached to
this Report and the details of the same have also been disclosed
on the website of the Company at www.erosmediaworld.com.
Independent Directors
Policy on appointment and remuneration and other details
of directors
The remuneration paid to the Directors is in line with the
Nomination and Remuneration Policy formulated in accordance
with Section 178 of the Act and Regulation 19 of the SEBI Listing
Regulations (including any statutory modification(s) or re-
enactment(s) thereof for the time being in force).
The Company's policy on directors' appointment and
remuneration and other matters as provided in Section 178(3) of
the Act has been disclosed in the Corporate Governance Report,
which forms part of this Report.
EROS INTERNATIONAL MEDIA LIMITED 9
DIRECTORS’ REPORT
A detailed statement of disclosure required to be made in
accordance with the Nomination and Remuneration Policy of the
Company, disclosures as per the Act and applicable Rules
thereto is attached to this Report as Annexure B hereto and
forms part of this Report.
9.
AUDITORS & AUDITORS' REPORT
Statutory Auditors
th
At the 28 AGM of the Company, the Members approved the
appointment of M/s. Haribhakti & Co. LLP, Chartered Accountants
(Firm Registration No. 103523W/ W100048) as the Statutory
Auditors of the Company, to hold office for a period of 5 (five)
years from the 28 AGM of the Company till the conclusion of the
th
rd33 AGM of the Company, in terms of the applicable provisions of
Section 139(1) of the Act read with the Companies (Audit and
Auditors) Rules, 2014.
Auditors' Report
The report given by Haribhakti & Co. LLP, Chartered Accountants,
Statutory Auditors on financial statements of the Company for
FY23 is part of the Annual Report. The Statutory Auditors have
qualified the Standalone and Consolidated Financials of the
Company in their Statutory Audit Report. The explanations or
comments by the Board on the Statutory Audit qualifications
pursuant to Section 134(3)(f) of the Act and SEBI Listing
Regulations are as follows:
On Standalone Financials:
Qualification
Explanation
With reference to Note 53 of the Standalone Financial Statements, the Company has
trade Receivables from group entities amounting to ` 42,384 Lakhs from Eros
Worldwide FZE ("EWW"), ` 7,476 Lakhs from Eros International Limited UK and ` 3,120
Lakhs from Eros International USA Inc. Receivable of ` 13,231 Lakhs (net of payables
of ` 29,153 Lakhs) from EWW which are overdue for long period of time, payments for
which are not forthcoming. Basis the management accounts provided to us for year
ended March 31, 2023, Net Worth of above said group entities has fully eroded and
have incurred losses during the year. Basis the matter of facts stated as above with
respect to financial viability of these companies, we are unable to comment on the
extent of the recoverability of the carrying value of the above receivables and the
consequential effects on the loss for the year ended March 31, 2023.
With reference to Note 53 of the Standalone Financial Statements, no provision being
created by the Company in respect of its trade receivables from group entities as per
expected credit loss (ECL) in accordance with IND AS 109 Financial Instruments
amounting to ` 20,513 Lakhs. The loss for the year ended March 31, 2023 is
understated to that extent. The management considers that the since the receivable
are from group entities, they are good and fully recoverable, and no provision is
required in respect of said receivables.
With reference to Note 58 of the Standalone Financial Statements, Securities and
Exchange Board of India (SEBI) has appointed Forensic Auditor to verify the
Consolidated Financial Statements of the Company for financial year ended March 31,
2018, March 31, 2019 and March 31, 2020 and status on the matter as on date. In the
absence of any conclusion of the matter as on date and receipt of communication
from SEBI in this regard, we are unable to state impact, if any, this has on the
standalone Ind AS financial statements.
The parent company of aforesaid entities i.e.
EMWP is committed to continue to support
these entities. Further, based on the future
plans of EWW, management is confident of
recovery of above dues. As a result of this
there is no provision required at this point of
time
The ultimate parent company EMWP as well
as parent company EWW are sure of
generating appropriate revenues to help them
settle all dues of the company over a period of
coming financial year. The ultimate parent
company is also in the process of Monetizing
some of the investments/assets to help
generate sufficient cashflows to support its
commitments to the company. As a result of
this the company's management has decided
not to take any ECL provisions for current
financial year.
Securities and Exchange Board of India
(SEBI) has vide its letter dated October 31,
2022 has appointed the Forensic Auditor to
verify the Consolidated Financial Statements
of the Group for financial year ended March
31, 2018, March 31, 2019 and March 31, 2020.
The Company continues to fully co-operate
with SEBI as well as SEBI appointed forensic
auditors to ensure completion of independent
review by SEBI.
On Consolidated Financials:
Qualification
Explanation
With reference to Note 53 of the Consolidated Financial Statements, the Group has
trade Receivables from group entities amounting to ` 43,205 Lakhs from Eros
Worldwide FZ LLC ("EWW"), ` 7,476 Lakhs from Eros International Limited UK and
` 3,120 Lakhs from Eros International USA Inc.. Receivable of ` 14,052 Lakhs (net of
payables of ` 29,153 Lakhs) from EWW which are overdue for long period of time,
payments for which are not forthcoming. Basis the management accounts provided to
us for year ended 31 March 2023, Net Worth of above said group entities have fully
eroded and have incurred losses during the year. Basis the matter of facts stated as
above with respect to financial viability of these companies, we are unable to comment
on the extent of the recoverability of the carrying value of the above receivables and the
consequential effects on the loss for the year ended 31 March 2023.
The parent company of aforesaid entities i.e.
EMWP is committed to continue to support
these entities. Further, based on the future
plans of EWW, management is confident of
recovery of above dues. As a result of this
there is no provision required at this point of
time.
10
ANNUAL REPORT 2022-23
CORPORATE OVERVIEW |
MANAGEMENT REPORT FINANCIAL MANAGEMENT
|
Qualification
Explanation
With reference to Note 53 of the Consolidated Financial Statements, no provision
being created by the Company in respect of its trade receivables from group entities
as per expected credit loss (ECL) in accordance with IND AS 109 Financial
Instruments amounting to ` 20,513 Lakhs. The loss for the year ended March 31, 2023
is understated to that extent. The management considers that the since the receivable
are from group entities, they are good and fully recoverable, and no provision is
required in respect of said receivables.
With reference to Note 56 of the Consolidated Financial Statements, Securities and
Exchange Board of India (SEBI) has appointed Forensic Auditor to verify the
Consolidated Financial Statements of the Company for financial year ended March 31,
2018, March 31, 2019 and March 31, 2020 and status on the matter as on date. In the
absence of any conclusion of the matter as on date and receipt of communication
from SEBI in this regard, we are unable to state impact, if any, this has on the
statements.
The ultimate parent company EMWP as well
as parent company EWW are sure of
generating appropriate revenues to help them
settle all dues the company over a period of
coming financial year. The ultimate parent
company is also in the process of Monetizing
some of the investments/assets to help
generate sufficient cashflows to support its
commitments to the company. As a result of
this the company's management has decided
not to take any ECL provisions for current
financial year.
Securities and Exchange Board of India
(SEBI) has vide its letter dated October 31,
2022 has appointed the Forensic Auditor to
verify the Consolidated Financial Statements
of the Group for financial year ended March
31, 2018, March 31, 2019 and March 31, 2020.
The Company continues to fully co-operate
with SEBI as well as SEBI appointed forensic
auditors to ensure completion of independent
review by SEBI.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act read with the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board has appointed S.G &
Associates, a firm of Company Secretaries in Practice to
undertake the Secretarial Audit of the Company for the financial
year 2022-23. The Secretarial Audit Report for the financial year
ended 31 March 2023 in the prescribed Form MR - 3 is attached
to this Report as Annexure C, which is self-explanatory.
Internal Auditor
The Company has appointed M/s. Patni Mandhana & Associates
as the Internal Auditor of the Company.
Reporting of frauds by Auditors
During the year under review, neither the Statutory Auditor nor the
Secretarial Auditor has reported to the Audit Committee under
Section 143(12) of the Act any instances of fraud committed
against the Company by its officers or employees.
10. PARTICULARS OF EMPLOYEES
The requisite disclosures in terms of the provisions of Section 197
of the Act read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 along with
statement showing names and other particulars of employees
drawing remuneration in excess of the limits prescribed under the
said Rules is attached to this Report as Annexure D.
11. LOANS, GUARANTEES OR INVESTMENTS
Particulars of loans given, investments made or guarantees given
or security provided by the Company as required under Section
186(4) of the Act and the SEBI Listing Regulations are contained
in Notes to the Standalone Financial Statements of the Company
forming part of this Annual Report.
12. RELATED PARTY TRANSACTIONS
In line with the requirements of the Act and SEBI Listing
Regulations, your Company has formulated policy on Related
Party Transactions duly approved by the Board, which is also
available on the Company's website at www.erosmediaworld.com.
The Policy intends to ensure that proper reporting, approval and
disclosure processes are in place for all transactions between the
Company and Related Parties.
All contracts/arrangements/transactions entered by the
Company during the financial year with related parties were on an
arm's length basis, in the ordinary course of business and in
compliance with the applicable provisions of the Act and SEBI
Listing Regulations. Prior omnibus approval had been obtained
for the transaction which are foreseeable and repetitive in nature
and such transactions are reported on a quarterly basis for review
by the Audit Committee as well as the Board.
Pursuant to Section 134 of the Act read with Rule 8(2) of the
Companies (Accounts) Rules, 2014, the particulars of contracts/
arrangements/transactions entered into with related parties
during the financial year 2022-23 in terms of Section 188(1) of the
Act and applicable Rules made thereunder, in the prescribed
Form AOC-2 is attached to this Report as Annexure E.
All other contracts/arrangements/transactions with related
parties, are in the usual course of business and at arm's length
basis and stated in Notes to Accounts to the Financial Statements
of the Company forming part of this Annual Report.
13. WHISTLE BLOWER / VIGIL MECHANISM
Your Company promotes ethical behavior in all its business
activities and your Company has adopted a Policy on Vigil
Mechanism and Whistle Blower in terms of Section 177(9) and
Section 177(10) of the Act and Regulation 22 of the SEBI Listing
Regulations for receiving and redressing complaints from
employees, directors and other stakeholders to report concerns
about unethical behaviour, actual or suspected fraud.
is appropriately communicated within
The Policy
the
Company across all levels and has been displayed on the
Company's
its employees and website at
www.erosmediaworld.com for stakeholders.
intranet
for
Protected disclosures are made by a whistle blower in writing to
the Ombudsman on Email ID at whistleblower@erosintl.com and
under the said mechanism, no person has been denied direct
access to the Chairperson of the Audit Committee. The Audit
Committee and Stakeholders Relationship Committee
periodically reviews the functioning of this Mechanism.
EROS INTERNATIONAL MEDIA LIMITED 11
DIRECTORS’ REPORT
14. PREVENTION, PROHIBITION AND REDRESSAL OF
19. CONSERVATION
OF
ENERGY,
TECHNOLOGY
SEXUAL HARASSMENT AT WORKPLACE
ABSORPTION, FOREIGN EXCHANGE
Your Company has in place a formal policy for prevention of
sexual harassment of its employees at workplace and the
Company has complied with provisions relating to the
constitution of Internal Committee under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. The Company conduct, from time to time, the
awareness sessions on prevention of sexual harassment at
workplace for its employees.
During the year under review, there were no cases filed pursuant
to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. Furthermore, there was no
pending compliant/ case at the beginning as well as ending of
financial year.
15. ANNUAL RETURN
Pursuant to Section 92(3) of the Act and Rule 12 of the
Companies (Management and Administration) Rules, 2014, the
Annual Return for FY 2022-23 is uploaded on the website of the
Company and the same is available on www.erosmediaworld.com.
16.
INSURANCE
All the insurable interests of your Company including properties,
equipment, stocks etc. are adequately insured.
17. DEPOSITS
During the year under review, the Company has not accepted any
deposit within the meaning of Sections 73 and 74 of the Act read
with the Companies (Acceptance of Deposits) Rules, 2014
(including any statutory modification(s) or re-enactment(s)
thereof for the time being in force).
18. DIRECTORS' RESPONSIBILITY STATEMENT
According to Section 134(5) of the Act, the Board to the best of
their knowledge and based on the information and explanations
received from your Company, confirms that:
a.
b.
c.
d.
e.
f.
the applicable Accounting Standards had been followed in
the preparation of the annual accounts along with proper
explanation relating to material departures;
such accounting policies have been selected and applied
consistently and such judgments and estimates have been
made that are reasonable and prudent so as to give a true
and fair view of the state of affairs of the Company at the end
of the financial year and of the profit and loss of the
Company for that period;
proper and sufficient care has been taken for the
maintenance of adequate accounting records
in
accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and
detecting fraud and other irregularities;
the annual accounts have been prepared on a going
concern basis;
the proper internal financial controls were in place and that
such internal financial controls are adequate and were
operating effectively; and
the system to ensure compliance with the provisions of all
applicable laws were in place and that such systems were
adequate and operating effectively.
Your Company is into the business of production, acquisitions,
marketing and distributions of cinematograph films. Since this
business does not involve any manufacturing activity, the
information required to be provided under Section 134(3)(m) of
the Act read with the Companies (Accounts) Rules, 2014, are not
applicable to the Company. However, the Company has been
continuously and extensively using technology in its business
operations.
The particulars of foreign currency earnings and outgo are as
under:
Particulars
(`
in lakhs)
Year ended
Year ended
31 March 2023
31 March 2022
Expenditure in foreign currency
Earnings in foreign currency
25,203
850
49
17,661
20.
INTERNAL FINANCIAL CONTROLS
Your Company maintains adequate and effective internal control
systems which commensurate with the nature, size and
complexity of its business and ensure orderly and efficient
conduct of the business. The internal control systems of the
Company are routinely tested and verified by Internal Auditors
and significant audit observations and follow-up actions are
reported to the Audit Committee. The Audit Committee reviews
the adequacy and effectiveness of the Company's internal control
implementation of audit
requirement and monitors the
recommendations.
21. CORPORATE GOVERNANCE
Your Company has been practicing the principles of good
Corporate Governance over the years and it is a continuous and
ongoing process. A detailed Report on Corporate Governance
practices followed by your Company, in terms of the SEBI Listing
Regulations together with a Certificate from the Secretarial
Auditor confirming compliance with the conditions of Corporate
Governance are provided separately in this Annual Report.
22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of Regulation 34 and Schedule V of the SEBI Listing
Regulations, Management Discussion and Analysis Report is
presented in separate sections forming part of this Annual
Report.
23. CORPORATE SOCIAL RESPONSIBILITY
The disclosures on Corporate Social Responsibility activities, as
required under Rule 9 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014, are reported in Annexure F
forming part of this Report and is also available on the website of
the Company at www.erosmediaworld.com.
24. RISK MANAGEMENT
The Audit Committee of the Board has been vested with powers
and functions relating to Risk Management, which inter alia
includes (a) review of risk management policies and business
processes to ensure that the business processes adopted and
transactions entered into by the Company are designed to
identify and mitigate potential risk; (b) laying down procedures
relating to Risk assessment and minimization.
12
ANNUAL REPORT 2022-23
CORPORATE OVERVIEW |
MANAGEMENT REPORT FINANCIAL MANAGEMENT
|
The objective of the risk management framework is to enable and
support achievement of business objectives through risk
intelligent assessment while also placing significant focus on
constantly identifying and mitigating risks within the business.
Further details on the Company's risk management framework is
provided in the Management Discussion and Analysis report.
25. MATERIAL CHANGES AND COMMITMENTS AFFECTING
THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments,
affecting the financial position of the Company which have
occurred between the end of the financial year of the Company to
which the financial statements relate and till the date of this
Report.
26. DETAILS OF SIGNIFICANT/MATERIAL ORDERS PASSED
BY THE REGULATORS / COURTS
There have been no significant and material orders passed by the
Regulators or Courts or Tribunals impacting the going concern
status and Company's operations in future.
27. OTHER DISCLOSURES
•
•
Your Company has devised proper systems to ensure
compliance with the provisions of all applicable Secretarial
Standards issued by the Institute of Company Secretaries
of India and that such systems are adequate and operating
effectively.
Your Company has not issued shares with differential voting
rights and sweat equity shares during the year under review.
28. ACKNOWLEDGEMENTS
The Board of Directors take this opportunity to express their
sincere appreciation for support and co-operation from the
Banks, Financial Institutions, Members, Vendors, Customers and
all other business associates.
Your Directors sincerely appreciate the high degree of
professionalism, commitment and dedication displayed by the
employees at all levels. Your Directors also wish to place on
record their gratitude to all the stakeholders for their continued
support and confidence.
For and on behalf of the Board of Directors
•
There were three matters filed and/or pending against the
Company under the Insolvency and Bankruptcy Code,
2016. During the year, one matter was disposed off, as
settled and/or withdrawn. One other matter has also been
settled between the parties, and a petition for withdrawal is
to be filed soon. Since the said matter is yet to be withdrawn,
as at the end of the financial year, two matters remain
pending. The Company is either contesting and/or taking
steps to settle the pending matters, as per legal advice.
Sunil Arjan Lulla
Executive Vice Chairman
& Managing Director
DIN: 00243191
Place: Mumbai
Date: 11 August 2023
Pradeep Dwivedi
Executive Director & CEO
DIN: 07780146
EROS INTERNATIONAL MEDIA LIMITED 13
DIRECTORS’ REPORT
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14
ANNUAL REPORT 2022-23
CORPORATE OVERVIEW |
MANAGEMENT REPORT FINANCIAL MANAGEMENT
|
Annexure B
Information required under Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014
A. Ratio of remuneration of each Directors/KMP to the median remuneration of the employees of the Company for the financial
year 2022-23 is as follows:
Name of Director/KMP
Mr. Sunil Arjan Lulla
Mr. Dhirendra Swarup
Ms. Bindu Saxena
Mr. Manmohan Kumar Sardana
Mr. Pradeep Dwivedi
Mr. Vijay Thaker
Mr. Rajesh Chalke
Total remuneration
(Amount in `)
Ratio of remuneration of director to the
Median remuneration
5,14,85,724
10,50,000
8,50,000
10,50,000
3,00,00,000
60,00,000
1,05,95,200
93.64
1.91
1.55
1.91
54.57
10.91
19.27
Notes :
1. The above information is on standalone basis
2. The aforesaid details are calculated on the basis of remuneration for the financial year 2022-23.
3. The remuneration to Independent Directors includes sitting fees paid to them for the financial year 2022-23.
B. Percentage increase/(decrease) in remuneration of each Director, Chief Financial Officer and Company Secretary in the financial
year 2022-23 are as follows:
Name of Director /
CFO / CS
Designation
Remuneration (in `)
2022-23
2021-22
Increase/
(Decrease) in %
Mr. Sunil Arjan Lulla
Executive Vice Chairman & Managing Director
5,14,85,724 5,14,85,724
Mr. Dhirendra Swarup
Non Executive Independent Director
Ms. Bindu Saxena
Non Executive Independent Director
Mr. Manmohan Kumar Sardana Non Executive Independent Director
10,50,000
9,70,000
8,50,000
6,80,000
10,50,000
4,50,000
Mr. Pradeep Dwivedi
Executive Director & Chief Executive Officer
3,00,00,000 3,00,00,000
Mr. Vijay Thaker
Executive Director and Vice President -
Company Secretary & Compliance Officer
60,00,000
36,00,000
-
8.25
25.00
133.33
-
66.67
Mr. Rajesh Chalke
Chief Financial Officer
1,05,95,200
--
Refer Note No. 4
Note:
1
2
3
4
No Commission was paid to Non-Executive Independent Directors for the financial year 2022-23 due to loss.
Mr. Manmohan Kumar Sardana was appointed as Independent Director of the Company w.e.f. 31 August 2021.
Mr. Vijay Thaker, Vice President - Company Secretary & Compliance Officer of the Company was appointed as Executive
Director of the Company w.e.f. 19 May 2022.
Mr. Rajesh Chalke was appointed as Chief Financial Officer of the Company w.e.f. 19 May 2022.
C. Percentage decrease in the median remuneration of employees in the financial year 2022-23:
Particulars
2022-23
(Amount in `)
2021-22
(Amount in `)
% Change
Median Remuneration of all employees per annum
5,49,800
5,49,800
-
D. Number of permanent employees on the rolls of the Company as on 31 March 2023 :
As on 31 March 2023, the Company has 122 permanent employees on its payroll, as compared to 133 employees as at 31 March 2022.
EROS INTERNATIONAL MEDIA LIMITED 15
DIRECTORS’ REPORT
E. Comparison of average percentile increase in salary of employees other than the key managerial personnel and the percentage
increase in the key managerial remuneration:
Particulars
Average salary of all employees (other than Key Managerial
Personnel)
2022-23
(Amount in `)
2021-22
(Amount in `)
% Change
14,70,270
12,28,978
19.63
F.
The key parameters for any variable component of Remuneration availed by the Directors are considered by the Board of Directors based on
the recommendation of the Nomination and Remuneration Committee as per the Remuneration Policy of the Company.
G. Affirmation:
Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company hereby affirms
that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.
16
ANNUAL REPORT 2022-23
CORPORATE OVERVIEW |
MANAGEMENT REPORT FINANCIAL MANAGEMENT
|
Annexure C
FORM NO. MR-3
SECRETARIAL AUDIT REPORT
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies
(Appointment and Remuneration Personnel) Rules, 2014]
Secretarial Audit Report
For the Financial Year ended 31 March, 2023
st
To
The Members
Eros International Media Limited
I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Eros
International Media Limited (hereinafter called the Company).
Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/ Statutory Compliances
and expressing my opinion thereon.
Based on our verification of the Company's Books, Papers, Minute Books, Forms and Returns filed and other records maintained by the Company
and also the information provided by the Company, its Officers, Agents and Authorized Representatives during the conduct of Secretarial Audit, I
hereby report that in my opinion, the Company has, during the audit period covering the Financial Year ended on 31 March, 2023 has complied with
the Statutory provisions listed hereunder and also that the Company has proper Board processes and Compliance mechanism in place to the
extent, in the manner and subject to the reporting made hereinafter:
st
I have examined the Books, Papers, Minute Books, Forms and Returns filed and other Records maintained by the Company for the Financial Year
ended on 31 March, 2023 according to the provisions of:
st
(1)
(2)
(3)
(4)
The Companies Act, 2013 (the Act) and the rules made thereunder;
The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;
The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment,
Overseas Direct Investment and External Commercial Borrowings (External Commercial Borrowing not applicable during the audit
period);
(5)
The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):
a.
b.
c.
d.
e.
f.
The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (Not applicable to the Company during
the audit period);
The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;
The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the
Companies Act and dealing with client;
The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,
1999.
I have examined all the other applicable laws to the Company on the basis of the representations made by the Management.
I have also examined compliance with the applicable clauses of the following:
a)
b)
Secretarial Standards issued by The Institute of Company Secretaries of India;
The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc.
I further report that
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent
Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance
with the provisions of the Act.
EROS INTERNATIONAL MEDIA LIMITED 17
DIRECTORS’ REPORT
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in
advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for
meaningful participation at the meeting.
All the decisions were carried out unanimously by the Members of the Board and Committees and the same were duly recorded in the Minutes of the
Meeting of the Board of Directors and Committees of the Company.
I further report that there are adequate systems and processes in the company to commensurate with the size and operations of the company to
monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
I further report that there were no instances of:
i.
ii.
iii.
Public / Rights / Preferential issue of shares/ debentures / sweat equity.
Buy-Back of securities.
Foreign technical collaborations
I further report that during the year under review, the Company has obtained approval of members through Postal Ballot by way of ordinary /
special resolution for (a) Appointment of Mr. Vijay Jayantilal Thaker (DIN: 01867309) as a Director of the Company (b) Alteration of Memorandum of
Association of the Company (c) Increase in Authorised Share Capital of the Company and consequential amendment in Memorandum of
Association of the Company and (d) Issue and allotment of Warrants on Preferential Basis on 19 June, 2022.
th
The Company has filed form MGT-14 pertaining to the aforesaid resolutions however, the Company has not filed Form SH-7 with ROC pertaining to
increase in Authorized Share Capital of the Company.
I further report that during the year under review, the company at the Board Meeting held on 19 May, 2022 approved issue & allotment of
13,50,00,000 (Thirteen Crore Fifty Lakhs) Convertible warrants at a price of ` 30/- with a right to Warrant Holders to apply for & be allot One Equity
Share of the face value of ` 10/- at a premium of ` 20/- with a period of 18 (Eighteen) Months from the date of allotment of warrant for an amounting to
` 405,00,00,000. The Company's application filed for issue and allotment of Warrants on Preferential Basis was presently in rework status. As the
company has not resubmitted the application, the National Stock Exchange of India Limited (NSE) vide their letter dated May 23, 2023 has informed
the Company that the said application has been rejected.
th
I further Report that the Company had received Letter from National Stock Exchange of India Limited pertaining to clarification on quarterly
submission of Shareholding Pattern of the Company for which the Company had provided the necessary clarification(s)within the given time limit.
the year under review, the Company has received a
I further report that during
letter no.
SEBI/HO/CFID/CFID_SEC2/P/OW/2022/55216/1 dated October 31, 2022 to appoint M/s. KPMG Assurance and Consulting Services LLP as a
forensic auditor to assist SEBI in verifying various books of accounts with regard to a review period ending March 31, 2020 to ensure that the
Consolidated Financial statements of the Company reflected a true and fair view of the financial records of the Company.However, the same was
intimated by the Company to stock exchanges on November 04, 2022 under Regulation 30 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
from SEBI bearing
letter
I further report that during the year under review, the Board of Directors at their Meeting held on February 13, 2023 had approved the Scheme of
Amalgamation between M/s. Eqeqube Studios Private Limited, EM Publishing Private Limited, Eros Animation Private Limited (Transferor) With Eros
International Media Limited (Transferee) and respective Shareholders.
For SG and Associates,
Practicing Company Secretaries
Suhas Ganpule
Proprietor,
Membership No: 12122
C. P No: 5722
UDIN: A012122E000398631
Date: 29.05.2023
Place: Mumbai
18
ANNUAL REPORT 2022-23
CORPORATE OVERVIEW |
MANAGEMENT REPORT FINANCIAL MANAGEMENT
|
Annexure 'A'
To
The Members
Eros International Media Limited
Mumbai
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these
secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the
contents of the secretarial record. The verification was done on test basis to ensure that the correct facts are reflected in secretarial records.
We believe that the practices and processes, we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.
4. Where ever required, we have obtained management representation about the compliance of laws, rules, regulations, norms and standards
and happening of events.
5.
6.
The compliance of the provisions of Corporate and other applicable laws, rules, regulations, norms and standards is the responsibility of
management. Our examination was limited to the verification of procedure on test basis.
The secretarial audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the Company.
For SG and Associates,
Practicing Company Secretaries
Suhas Ganpule
Proprietor,
Membership No: 12122
C. P No: 5722
UDIN: A012122E000398631
Date: 29.05.2023
Place: Mumbai
EROS INTERNATIONAL MEDIA LIMITED 19
DIRECTORS’ REPORT
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20
ANNUAL REPORT 2022-23
CORPORATE OVERVIEW |
MANAGEMENT REPORT FINANCIAL MANAGEMENT
|
Annexure E
Form No. AOC-2
Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1)
of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto
1. Details of contracts or arrangements or transactions not at arm’s length basis :
(a)
(b)
Name(s) of the related party and nature of relationship
Nature of contracts/arrangements/transactions
(c)
Duration of the contracts/arrangements/transactions
(d)
(e)
(f)
(g)
(h)
Salient terms of the contracts or arrangements or transactions including the value, if any
Justification for entering into such contracts or arrangements or transactions
Date(s) of approval by the Board
Amount paid as advances, if any
Date on which the special resolution was passed in general meeting as required under first proviso to Section 188
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
2. Details of material contracts or arrangement or transactions at arm’s length basis exceeding 10% of Annual Consolidated turnover.
(a)
Name(s) of the related party
Eros Worldwide FZE
(formerly known as Eros Worldwide FZ LLC)
(b)
(c)
(d)
(e)
Nature of relationship
Enterprises are able to exercise significant influence
Nature of contracts/arrangements/transactions
Purchase of music/ film rights
Duration of the contracts / arrangements/transactions
Outright sale
Salient terms of the contracts or arrangements or
transactions including the value, if any:
Agreement for Transfer of Intellectual Property Rights in Sound
Recordings
(f)
Date(s) of approval by the Board, if any:
(g)
Amount ` Lakh
-
25,028
EROS INTERNATIONAL MEDIA LIMITED 21
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Annexure F
Corporate Social Responsibility Report
1)
A brief outline of the Company's CSR policy; including overview of projects or programs proposed to be undertaken and a reference to the
weblink to the CSR Policy and projects or programs:
The Company's CSR vision is to make concerted efforts towards promotion of education amongst the underprivileged and women
empowerment. Besides this, the Company may also undertake other CSR activities listed in Schedule VII of the Companies Act, 2013.
In accordance with the Company's CSR Policy and its vision, the Company is proposed to participate in CSR activities with various registered
NGO which are engaged in promoting education, promoting and preventive health care, setting up old age homes, sanitation etc.
The details of CSR Policy to be uploaded on the website at www.erosmediaworld.com.
2)
The Composition of the CSR Committee
Sr. No. Name of Director
Designation/ Nature of Directorship
Number of Meetings of
CSR Committee held
during the year
Number of meetings of
CSR Committee attended
during the year
1
2
3
Mr. Dhirendra Swarup
Chairman - Non-Executive
Independent Director
1
Mr. Pradeep Dwivedi
Mr. Sunil Lulla
Executive Director
Executive Director
0
0
0
0
0
0
3)
4)
5)
6)
7)
Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the
website of the company. www.erosmediaworld.com.
Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8
of the Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report).
: Not Applicable.
Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate
Social responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any
: Not Applicable.
Average net profit of the company as per section 135(5) (for Immediately preceding three financial years)
(a)
Two percent of average net profit of the company as per section 135(5)
2
: NIL
: NIL
(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years
: Not Applicable
(c) Amount required to be set off for the financial year, if any
(d)
Total CSR obligation for the financial year (7a+7b-7c)
8)
(a) CSR amount spent or unspent for the financial year
(b) Details of CSR amount spent against ongoing projects for the financial year
(c) Details of CSR amount spent against other than ongoing projects for the financial year
(d) Amount spent in Administrative Overheads
(e) Amount spent on Impact Assessment, if applicable
(f)
Total amount spent for the Financial Year (8b+8c+8d+8e)
(g) Excess amount for set off, if any
: NIL
: NIL
2
: NIL
: Not Applicable
: Not Applicable
: Nil
: Not Applicable
: Nil
: Nil
9)
(a) Details of Unspent CSR amount for the preceding three financial years
: Not Applicable
(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s)
: Not Applicable
10)
In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or
acquired through CSR spent in the financial year (asset-wise details)
(a) Date of acquisition of the capital asset(s)
: Not applicable
: Not Applicable
1
2
Appointed as a member w.e.f. 29 May 2022.
The Company has incurred Operational as well as Net Loss during the three immediately preceding financial years and hence the compulsory CSR spent during the
financial year under review is not applicable.
22
ANNUAL REPORT 2022-23
CORPORATE OVERVIEW |
MANAGEMENT REPORT FINANCIAL MANAGEMENT
|
(b) Amount of CSR spent for creation or acquisition of capital assets
: NIL
(c) Details of the entity or public authority or beneficiary under whose name such capital assets
is registered, their address etc.
(d) Provide details of the capital assets(s) created or acquired
(including complete address and location of the capital assets)
11) Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per
section 135(5)
: Not Applicable
: Not Applicable
: Not Applicable
For and on behalf of the Board
Sunil Arjan Lulla
Executive Vice Chairman & Managing Director
DIN: 00243191
Dhirendra Swarup
Chairman of CSR Committee
DIN: 02878434
Place: Mumbai
Date: 11 August 2023
EROS INTERNATIONAL MEDIA LIMITED 23
CORPORATE GOVERNANCE REPORT
CORPORATE GOVERNANCE REPORT
THE COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
The Company considers fair and transparent corporate governance as
one of its core management tenets. Corporate Governance may be
defined as a set of systems, policies, processes, and principles which
ensures that a company is governed in the best interest of all the
stakeholders. It is the system by which companies are directed,
administered, controlled and managed. Good governance is about
promoting corporate fairness, transparency and accountability.
We strongly believe in the practice of conducting our business activities
in a fair, direct and completely transparent manner that will not only
benefit the Company but more importantly will ensure the highest level
of accountability and trust
for all our stakeholders such as
shareholders, our employees and our partners. The timely disclosures,
transparent accounting policies and a strong and independent Board
go a long way in maintaining good corporate governance, preserving
shareholders' trust and maximizing long term corporate value.
We, at Eros International Media Limited, continuously strive at
improving and adhering to the good governance practice. The
Company has adopted best practices mandated in SEBI (Listing
Obligations and Disclosure Requirements) Regulation, 2015, as
amended (hereinafter referred to as the "SEBI Listing Regulations").
A report on compliance with the principles of Corporate Governance as
prescribed by SEBI in Chapter IV read with Schedule V of the SEBI
Listing Regulations is given below :
BOARD OF DIRECTORS
a.
Composition and Category of Directors:
The Board of Directors along with its committees provide
leadership and guidance to the Company's management and
also direct, supervise and control the performance of the
Company. The Company has a balanced Board with combination
of Executive and Non-Executive Directors to ensure independent
functioning. As of 31 March 2023, the Board of Directors of the
Company consists of Six (6) Directors, out of which Three (3) are
Non-Executive Independent Directors including an Independent
Woman Director and three (3) are Executive Directors,
comprising of experts from various fields/professions. The
Chairman of the Board, Mr. Dhirendra Swarup, is a Non-Executive
& Independent Director and is not related to promoters of the
Company or any person occupying the position one level below
the Board. The present composition of the Board of Directors of
the Company is in accordance with the SEBI Listing Regulations
and the Companies Act, 2013 ("the Act") read with applicable
Rules made thereunder:
Name of the Director
Directors
Identification
No. (DIN)
Category
Designation
Mr. Dhirendra Swarup
02878434
Non-Executive & Independent Director
Chairman
00243191
Promoter and Executive Director
Executive Vice Chairman & Managing Director
Mr. Sunil Arjan Lulla
1
Ms. Bindu Saxena
00167802
Non-Executive & Independent Director
Mr. Manmohan Kumar Sardana
09294639
Non-Executive & Independent Director
2
Mrs. Urvashi Saxena
3
Mr. Sagar S. Sadhwani
02021303
Non-Executive & Independent Director
03559502
Promoter and Non-Executive &
Non-Independent Director
Mr. Pradeep Dwivedi
07780146
Executive Director & CEO
Mr. Vijay Thaker
01867309
Executive Director & VP-Company
Secretary and Compliance Officer
Director
Director
Director
Director
Director
Director
There are no Institutional Nominee Directors on the Board. The
Company has in place the Succession Policy for appointments at
the Board and to Senior Management level.
Independent Directors
The Independent Directors of the Company are Non-Executive
Directors as defined under Section 149(6) of the Act read with
Regulation 16(1)(b) of the SEBI Listing Regulations. Independent
Directors of the Company provide appropriate annual
certifications to the Board confirming satisfaction of the
conditions of their being independent as laid down in Section
149(6) of the Act and Regulation 16(1)(b) and Regulation 25(8) of
the SEBI Listing Regulations. They possess rich and varied
experience with skills in critical areas like governance, finance,
entrepreneurship, general management etc.
As required by Regulation 46 of the SEBI Listing Regulations, the
terms and conditions of appointment of Independent Directors are
listed down in the draft letter of appointment which is available on
the Company's website at www.erosmediaworld.com. Each
Independent Director has been issued formal letter of appointment.
Independent Directors' Meeting
During the year under review, a separate meeting of the
Independent Directors was held on 13 February 2023, without the
attendance of Non-Independent Directors and Management
Personnel.
Various matters were discussed by the Independent Directors at
the said meeting, including, inter alia, matters as prescribed in the
Schedule IV of the Act and SEBI Listing Regulations, viz. review of
the performance of Non-Independent Directors and the Board as
whole, timely payment of statutory dues such as taxes, debt
payments and business commitments, review of the
performance of the Chairman, assessing the quality, quantity and
timeliness of flow of information between the Company's
management and the Board, that is necessary for the Board to
effectively and reasonably perform their duties.
1
2
3
Ms. Bindu Saxena ceased to be a Non-Executive Independent Director of the Company w.e.f. 20 July 2023.
Mrs. Urvashi Saxena was appointed as Independent Director of the Company w.e.f. 11 August 2023.
Mr. Sagar Sadhwani was appointed as Non-Executive Non-Independent Director of the Company w.e.f. 11 August 2023.
24
ANNUAL REPORT 2022-23
CORPORATE OVERVIEW |
MANAGEMENT REPORT FINANCIAL MANAGEMENT
|
Appointment/Re-appointment of Directors
Mr. Vijay Thaker being eligible for re-appointment, has offered
himself for re-appointment, as his office being longest is liable to
retire by rotation at the 29 Annual General Meeting of the
Company, as per Section 152(6) of the Act and applicable Rules
thereto.
th
Mrs. Urvashi Saxena was appointed as Additional Director (Non-
Executive & Independent) and Mr. Sagar Sadhwani was
appointed as Additional Director (Non-Executive & Non-
Independent) on the Board of the Company with effect from 11
August 2023 respectively to hold office up to the date of the
ensuing Annual General Meeting of the Company. The said
proposal has been recommended
for approval of the
shareholders. Your directors recommend their appointment for
your approval.
b.
Attendance of Directors and Number of other Directorship:
Details of Membership and Attendance of each Director at the
Meeting of Board of Directors held during the financial year under
review and the last Annual General Meeting and the number of
other Directorships and Chairmanship/Membership of Board
Committees as on 31 March 2023 are as follows:
Name of the Director
Directors
Identification
No. (DIN)
Attendance
Board
Meeting
Last Annual
General Meeting
Mr. Dhirendra Swarup
Mr. Sunil Arjan Lulla
Mr. Pradeep Dwivedi
Ms. Bindu Saxena
Mr. Manmohan Kumar
Sardana
02878434
00243191
07780146
00167802
09294639
Mr. Vijay Thaker
01867309
6
6
6
6
6
6
Yes
Yes
Yes
Yes
Yes
Yes
Position on the Board of other companies as on
31 March 2023
Committee
Membership **
Committee
Chairmanship**
Directorship*
1
7
1
3
1
6
1
1
0
3
1
1
1
0
0
0
0
0
Note:
* Only Public limited companies, (both listed and unlisted) are included in other directorships. Directorships in all other companies including private limited
companies (which are not the subsidiary of Public Company), foreign companies and companies under Section 8 of the Act are excluded.
** Chairmanship/Membership of the Audit Committee and the Stakeholders' Relationship Committee are considered for the purpose of committee positions in all
public companies, whether listed or not as per SEBI Listing Regulations and it also includes the committees in which a Director holds position as a Chairman.
** Chairmanship/Membership of the Audit Committee and the Stakeholders' Relationship Committee are considered for the purpose of committee positions in all
public companies, whether listed or not as per SEBI Listing Regulations and it also includes the committees in which a Director holds position as a Chairman.
c.
Number of Directorship(s)/ Chairmanship(s)/ Membership(s):
None of the Director of the Company holds directorships in more
than Ten (10) public companies. Further, none of them is a
member of more than Ten (10) committees or chairman of more
than Five (5) committees across all the public companies in
which he/she is a director.
None of the Independent Director of the Company is acting as an
Independent Director in more than Seven (7) listed companies or
acting as whole-time director in more than Three (3) listed
companies. Further, the Managing Director and the Executive
Director do not serve as Independent Directors in any listed
company.
Necessary disclosures regarding directorships and committee
positions in other public companies as on 31 March 2023 have
been made by all the Directors of the Company.
d.
Number of Board Meetings:
The Board met Six (6) times during the financial year ended 31
March 2023, i.e. on 19 May 2022; 29 May 2022; 12 August 2022;
14 November 2022; 15 December 2022 and 13 February 2023.
The maximum time gap between Two (2) meetings of the Board
did not exceed One Hundred and Twenty (120) days. The
necessary quorum was present for all the meetings.
The Board meets at regular intervals to discuss and decide on
business policy of the Company and strategy apart from other
Board business. The Board/Committee Meetings are pre-
scheduled and tentative dates of the Board and Committee
Meetings are informed well in advance to facilitate Directors to
plan their schedule and to ensure meaningful participation in the
Meetings. However, in case of special and urgent business need,
the Board's approval is taken by passing resolutions by
circulation, as permitted by law which are noted and confirmed in
the subsequent Board Meeting.
the same on e-meeting application, which
The notice of the Meetings is given well in advance to all the
Directors. The Company has offered the facility of video
conferencing, as prescribed under Section 173(2) of the Act read
together with Rule 3 of the Companies (Meetings of Board and its
Powers) Rules, 2014, thereby saving resources and cost to the
Company as well as the valued time of the Directors. The agenda
is circulated well in advance to the Board Members, along with
comprehensive background information on the agenda items to
enable the Board to take an informed decision. The agenda and
related information are circulated to the Board/Committee by
uploading
is
accessible to all the Members of the Board and its Committee on
their respective i-pads. Notice, Agendas and Minutes of the
meeting are all circulated through electronic means. Detailed
presentations and notes are laid before each meeting, by the
management and senior executives of the Company, to apprise
the Board on overall performance on quarterly basis. Additional
items of the agenda are permitted with the permission of the
Chairman and with the consent of all the Directors present at the
meeting. Senior Executives / Management of the Company are
invited to attend the Meetings of the Board and Committees, to
make presentations and provide clarifications as and when
required. Also, the draft minutes and signed minutes of the
Meeting are circulated within the prescribed time.
The Board of Directors has complete access to the information
within the Company.
EROS INTERNATIONAL MEDIA LIMITED 25
CORPORATE GOVERNANCE REPORT
e.
Details of Other Directorships:
Details of the directorships of the Company's Directors in other
listed companies as on 31 March 2023 were as under:
Name of the
Directors
Name of the
Listed
Company
Category of
Directorship
Ms. Bindu Saxena Inox Wind Limited Non-Executive
Indag Rubber
Limited
- Independent Director
Non-Executive
- Independent Director
Inox Green Energy Non-Executive
Services Limited
- Independent Director
None of the Director except above is a director in listed entities.
f.
Disclosure of Relationship between directors:
There are no inter-se relationships amongst the Directors.
g.
Number of Shares held by Non-Executive Directors:
As on 31 March 2023, None of the Non-Executive Directors holds
any equity shares in the Company.
h.
Familiarisation Programme for Independent Directors:
Independent Directors
is
for
Familiarisation Programme
designed with an aim to make the Independent Directors aware
about their roles, responsibilities and liabilities as per the Act,
SEBI Listing Regulations and other applicable laws and to get
better understanding about the Company, nature of industry in
which it operates and environment in which it functions, business
model, long term/short term/strategic plans etc. As a part of
familiarisation programme, the Company makes presentations
to the Board Members, inter alia, covering business environment,
business strategies, operations review, quarterly and annual
results, review of Internal Audit Report and action taken, statutory
compliance, risk management, operations of subsidiaries, etc.
The relevant policies of the Company including the Code of
Conduct for Board Members and Senior Management Personnel
and the Code of Conduct to regulate, monitor and report trading
by Insiders etc. are circulated to the Directors and uploaded on
e-meeting application on i-pads for easy access.
The familiarisation programme and necessary disclosures to be
made in accordance with SEBI Listing Regulations are made on
the website of the Company at www.erosmediaworld.com.
i.
Skills/Expertise/Competence Identified by the Board of
Directors:
The Board comprises of the qualified members who bring in the
required skills, competence and expertise to enable them
through effectively contribute in deliberations at Board and
Committee Meetings. The following is the list of core skills /
competencies identified by the Board of Directors as required in
the context of the Company's business and that the said skills are
available within the Board Members.
Business
Leadership
Financial
Expertise
Leadership experience including in areas of
business development, strategic planning,
succession planning, and long-term growth
and guiding the Company and its senior
management towards its vision and values.
Knowledge and skills in accounting, finance,
financial
treasury management, tax and
management of
large corporations with
understanding of capital allocation, funding
and financial reporting processes
26
ANNUAL REPORT 2022-23
Risk
Management
Corporate
Governance
Ability to understand and asses the key risks
to the organization, legal compliances and
ensure that appropriate policies and proced-
ures are in place to effectively manage risk
Experience in implementing good corporate
governance practices, reviewing compliance
and governance practices for a sustainable
growth of the company and protecting
stakeholders interest.
In the table below, the specific areas of focus or expertise of
individual board members have been highlighted.
Name of the
Directors
Areas of Skills/ Expertise
Business
Leadership
Financial
Expertise
Risk
Management
Corporate
Governance
Mr. Dhirendra Swarup
Mr. Sunil Arjan Lulla
Ms. Bindu Saxena
3
3
Mr. Manmohan
Kumar Sardana
Mr. Pradeep Dwivedi
3
Mr. Vijay Thaker
Mrs. Urvashi Saxena
Mr. Sagar Sadhwani
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
Note - Each Director may possess varied combinations of skills/
expertise within the described set of parameters and it is not
necessary that all Directors possess all skills/ expertise listed
therein.
COMMITTEES OF THE BOARD
The Board of Directors, at its various meetings, has constituted / re-
constituted various committees to discuss upon the delegated work as
per their respective charters. The Board supervises the execution of its
responsibilities by the Committees and is responsible for their action.
Minutes of all the Committee Meetings are placed before the Board for
noting.
Following Committee(s) are constituted for better and focused
attention on various affairs of the Company:
•
•
•
•
•
Audit Committee
Nomination and Remuneration Committee
Stakeholders Relationship Committee
Corporate Social Responsibility Committee
Management Committee
AUDIT COMMITTEE
An Audit Committee, duly constituted by the Board of Directors has a
well-defined composition of members, terms of reference, powers,
role and responsibilities in accordance with Section 177 of the Act and
applicable Rules thereto and in accordance with Regulation 18 of SEBI
Listing Regulations.
As on 31 March 2023, the Audit Committee comprised of Four (4)
Members of whom Three (3) are Non-Executive
Independent
Directors, all of whom are financially
literate and possesses
financial management expertise. The
accounting and related
CORPORATE OVERVIEW |
MANAGEMENT REPORT FINANCIAL MANAGEMENT
|
Chairman of the Audit Committee is a Non-Executive Independent
Director and he had attended last year's Annual General Meeting.
The detailed terms of reference of Audit Committee along with working
procedure, charter and constitution are uploaded on website of the
Company at www.erosmediaworld.com.
Meeting Details:
During the year under review, Audit Committee met Five (5) times in a
year viz. on 19 May 2022; 29 May 2022;12 August 2022;14 November
2022 and 13 February 2023. The maximum time gap between Two (2)
meetings of the Committee did not exceed One Hundred and Twenty
(120) days. The necessary quorum was present for all the Meetings.
Composition of the Audit Committee and the attendance of each Member at the said Committee Meetings are set out in following table:
Name of Committee Member
MMr. Dhirendra Swarup
Mr. Sunil Arjan Lulla
Ms. Bindu Saxena
Mr. Manmohan Kumar Sardana
Directors
Identification
No.(DIN)
02878434
00243191
00167802
09294639
Designation
Category
Number of
Meetings
attended
Chairman
Non-Executive Independent Director
Member
Member
Executive Vice Chairman & Managing Director
Non-Executive Independent Director
Member
Non-Executive Independent Director
5
5
5
5
The Company Secretary and Compliance Officer acts as the Secretary
to the Committee. The Chief Financial Officer of the Company is the
permanent invitee to the Committee meetings. The Audit Committee
also
including the
representatives of the statutory auditors and internal auditors at its
meetings.
invites senior executives/management
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee is constituted in
accordance with Section 178 of the Act and applicable Rules thereto
and in accordance with Regulation 19 of SEBI Listing Regulations. As
on 31 March 2023, the Nomination and Remuneration Committee
comprised of Three (3) Members, all of whom are Non-Executive
Independent Directors. The Chairman of the Nomination and
Remuneration Committee is a Non-Executive Independent Director
and she was present at last year's Annual General Meeting to address
the queries of the shareholders.
The detailed terms of reference of Nomination and Remuneration
Committee along with working procedure, charter and constitution are
uploaded on website of the Company at www.erosmediaworld.com.
Meeting Details:
During the year under review, Nomination and Remuneration
Committee met Five (5) times in a year viz. on 19 May 2022; 29 May
2022; 12 August 2022; 14 November 2022 and 13 February 2023. The
necessary quorum was present at all the meetings.
Composition of the Nomination and Remuneration Committee and the attendance of each member at the said Committee Meetings are set
out in following table:
Name of Committee Member
Directors Identification
No.(DIN)
Designation
Category
Number of
Meetings
attended
Ms. Bindu Saxena
Mr. Dhirendra Swarup
Mr. Manmohan Kumar Sardana
00167802
02878434
09294639
Chairperson
Non-Executive Independent Director
Member
Member
Non-Executive Independent Director
Non-Executive Independent Director
5
5
5
The Company Secretary and Compliance Officer acts as the Secretary
to the Committee. The Chief Financial Officer of the Company is the
permanent invitee to the Committee Meetings.
Evaluation of Performance of the Board, its Committees and
Directors:
The Company has formulated a Policy on Board Evaluation in
accordance with the applicable provisions of SEBI Listing Regulations
and the Act. An annual performance evaluation of the Board, its
Committees and individual directors (including independent directors
and Chairperson) in an independent and fair manner was carried out in
accordance with the Company's Board Evaluation Policy for the
financial year ended 31 March 2023.
The performance of the Board and individual directors was evaluated
by the Board seeking inputs from all the Directors. The performance of
the Committees was evaluated by the Board seeking inputs from the
Committee Members. The Nomination and Remuneration Committee
reviewed the performance of the individual directors. This was followed
by a Board Meeting that discussed the performance of the Board, its
Committees and
individual directors. A separate meeting of
Independent Directors was also held to review the performance of
Non-Independent Directors, performance of the Board as a whole and
performance of the Chairman of the Company.
information and
functioning etc. The criteria
The criteria for performance evaluation of the Board included aspects
like Board composition and structure, effectiveness of Board
processes,
for
performance evaluation of Committees of the Board included aspects
like composition of committees, effectiveness of Committee Meetings
etc. The criteria for performance evaluation of the individual directors
included aspects on contribution to the Board and Committee
Meetings like preparedness on the issues to be discussed, meaningful
and constructive contribution and inputs in meetings etc. In addition,
performance of the Chairman was also evaluated on the key aspects of
his role and responsibilities.
The performance evaluation of an Independent Director was based on
the criteria viz. attendance at Board and Committee Meetings, skill,
experience, ability to challenge views of others in a constructive
manner, knowledge acquired with regard to the Company's business,
understanding of industry and global trends etc.
REMUNERATION OF DIRECTORS
Non - Executive Directors Compensation and Disclosures:
The Non-Executive Independent Directors are paid compensation in
the following manner:
•
Sitting Fees of ` 50,000/- for attending each Board and
Committee Meetings.
EROS INTERNATIONAL MEDIA LIMITED 27
CORPORATE GOVERNANCE REPORT
•
•
•
•
Commission, as decided by the Board, not exceeding 1% of the
Net Profit of the Company and in case of loss or inadequate
profits, remuneration payable in accordance with the provisions
of Schedule V of the Act.
None of the Non-Executive Independent Directors have any
pecuniary relationship with the Company.
None of the Non-Executive Independent Directors holds any
equity shares of the Company.
None of the Non-Executive Independent Directors hold any
convertible instruments in the Company.
•
Reimbursement of expenses
incurred by Non-Executive
Independent Directors for participation in the Board and other
meetings of the Company.
Maintenance of Chairman's Office
The Company maintains the office of Chairman, being Non-Executive
Independent Director, and reimburses all the expenses incurred by
him towards performance of his duties, up to the limit as decided by the
Board of Directors.
Details of remuneration paid to all the Directors for the financial year 2022-2023 are as follows:
Name of Directors
Salary
Sr.
No.
Benefits/
Perquisites
Remuneration
(payable for 2022-23)
Sitting Fees
(paid)
(Amount in `)
Holding of Equity shares/
stock options of the Company
as on 31 March 2023
1 Mr. Dhirendra Swarup
--
--
24,00,000
10,50,000
Nil
2 Mr. Sunil Arjan Lulla
5,14,46,124
39,600
3 Ms. Bindu Saxena
4 Mr. Manmohan Kumar Sardana
5 Mr. Pradeep Dwivedi
6 Mr. Vijay Thaker
--
--
3,00,00,000
60,00,000
--
--
--
--
--
12,00,000
12,00,000
--
--
--
1,400 Equity Shares
8,50,000
10,50,000
--
--
Nil
Nil
Nil
Nil
Note : Remuneration payable to Non-Executive Directors for FY 2022-23 shall be in accordance with shareholders' approval obtained at the 27 Annual General Meeting of
th
the Company held on 28 September 2021.
STAKEHOLDERS RELATIONSHIP COMMITTEE
is constituted
in
The Stakeholders Relationship Committee
accordance with Section 178 of the Act and applicable Rules thereto
and in accordance with Regulation 20 of SEBI Listing Regulations. As
on 31 March 2023, the Stakeholders Relationship Committee
comprised of Three (3) Members, majority of whom are Non-Executive
Independent Directors. The Chairman of the Stakeholders
Relationship Committee is a Non-Executive Independent Director and
he was present at last year's Annual General Meeting to address the
queries of the shareholders.
The detailed terms of reference of Stakeholders Relationship
Committee along with working procedure, charter and constitution are
uploaded on website of the Company at www.erosmediaworld.com.
Meeting Details:
During the year under review, Stakeholders Relationship Committee
met Four (4) times in a year viz. on 29 May 2022; 12 August 2022;
14 November 2022 and 13 February 2023. The necessary quorum was
present at all the Meetings.
Composition of the Stakeholders Relationship Committee and the attendance of each member at the said Committee Meetings are set out in the
following table:
Name of Committee Member
Directors Identification
No.(DIN)
Designation
Category
Number of
Meetings
attended
Mr. Manmohan Kumar Sardana
Mr. Dhirendra Swarup
Mr. Sunil Arjan Lulla
09294639
02878434
00243191
Chairman
Non-Executive Independent Director
Member
Member
Non-Executive Independent Director
Executive Vice Chairman and
Managing Director
4
4
4
The Company Secretary and Compliance Officer of the Company acts
as the Secretary to the Committee. The Chief Financial Officer of the
Company is the permanent invitee to the Committee Meetings.
duplicate share certificates, transmission of shares and other
shareholder related queries, complaints, maintaining
investor
relations etc.
Name, Designation and Address of the Compliance Officer
Mr. Vijay Thaker, Company Secretary & Compliance Officer.
Add: 901/902, Supreme Chambers, Off . Veera Desai Road,
Andheri West, Mumbai- 400 053.
Tel: + (91 22) 6602 1500, Fax: + (91 22) 6602 1540
Email: compliance.officer@erosintl.com
The functions and powers of the Stakeholders Relationship Committee
includes resolving of investor's complaints pertaining to share
transfers, non-receipt of annual reports, dividend payments, issue of
The main objective of Stakeholders Relationship Committee is to
ensure effective implementation and monitoring of framework devised
to avoid insider trading and abusive self-dealing, ensure effective
implementation of whistle blower mechanism offered to all the
stakeholders to report any concerns about illegal or unethical
practices, consider and resolve the grievances of security holders of
the Company, approval of transfer, transmission of shares, and other
securities of the Company, issue of duplicate certificates on split,
carrying out any other function contained in the SEBI Listing
Regulations, as and when amended from time to time
28
ANNUAL REPORT 2022-23
CORPORATE OVERVIEW |
MANAGEMENT REPORT FINANCIAL MANAGEMENT
|
Status of Investor Grievances during the year 2022-23:
Description of Investors Grievances received
during the year
No. of
Grievances
Total Grievances Pending as on 1 April 2022
Letters directly received from Investors
N.S.E.
B.S.E.
SEBI (Securities Exchange Board of India) (SCORES)
Total Grievances attended
Total Grievances pending as on 31 March 2023
0
0
0
0
0
0
0
All the queries/complaints received were promptly resolved and there
was no outstanding complaint as on 31 March 2023.
Share Transfer System:
SEBI has mandated that, effective 1 April 2019, no share can be
transferred in physical mode. Hence, the Company has stopped
accepting any fresh lodgement of transfer of shares in physical form.
The Company had sent communication to the shareholders
encouraging them to dematerialise their holding in the Company.
Shareholders holding shares in physical form are advised to avail the
facility of dematerialisation. Trading in equity shares of the Company is
permitted only in dematerialised form.
During the year, the Company had obtained, on yearly basis, a
certificate, from a Company Secretary in Practice, certifying that all
certificates have been issued within thirty days of the date of
lodgement of the transfer (for cases lodged prior to 1 April 2019), sub-
division, consolidation and renewal as required under Regulation
40(9) of the SEBI Listing Regulations and filed a copy of the said
certificate with the Stock Exchanges.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Corporate Social Responsibility (CSR) Committee is constituted in
accordance with Section 135 of the Act and applicable Rules thereto.
As on 31 March 2023, the CSR Committee comprised of Three (3)
Members. The Chairman of the CSR Committee is an Independent
Director and he was present at last year's Annual General Meeting to
address the queries of the shareholders, if any.
The objective of the CSR Committee is to implement the CSR activities
as per the CSR policy of the Company as stated at length in Directors
Report of the Company.
The detailed terms of reference of CSR Committee along with working
procedure, charter and constitution are uploaded on website of the
Company at www.erosmediaworld.com. During the year, no meetings
of the CSR Committee were held.
MANAGEMENT COMMITTEE
The Board of Directors of the Company have constituted the
Management Committee
look after day-to-day affairs and
functioning of the Company. The Board have delegated certain powers
to this Committee. As at 31 March 2023, the Management Committee
comprised of directors and senior executives of the Company viz.
Mr. Sunil Arjan Lulla, Mr. Pradeep Dwivedi and Mr. Vijay Thaker.
to
The Committee met Twelve (12) times during the financial year for
operational matters.
INVESTORS INFORMATION
General Body Meeting
a) Details of location, date and time of last three Annual General Meetings and special resolution passed thereat:
Financial
Year
2019-20
Date and Time
Venue
Special Resolution Passed
15 December 2020
at 3:00 P.M.
Through Video Conferencing/
Other Audio-Visual Means
("VC/OAVM") Facility
1) Approval for waiver of excess remuneration for financial year 2019-20
to Mr. Sunil Lulla, an Executive Vice Chairman & Managing Director
of the Company.
2) Re-appointment of Mr. Sunil Lulla (DIN: 00243191) as an Executive
Vice Chairman & Managing Director of the Company and payment of
remuneration.
2020-21
28 September 2021
at 3:00 P.M.
Through Video Conferencing/
Other Audio-Visual Means
("VC/OAVM") Facility
1) Approval for waiver of excess remuneration for financial year 2020-21
to Mr. Sunil Lulla, an Executive Vice Chairman & Managing Director
of the Company.
2) Appointment of Mr. Manmohan Kumar Sardana (DIN: 09294639) as
an Independent Director of the Company.
2021-22
27 September 2022
at 3:00 P.M.
Through Video Conferencing/
Other Audio-Visual Means
("VC/OAVM") Facility
1) Approval for waiver of excess remuneration for financial year 2021-22
to Mr. Sunil Lulla, an Executive Vice Chairman & Managing Director
of the Company.
2) To approve Eros International Media Limited - Employee Stock
Options Scheme 2022 and grant of stock options to the Employees
of the Company under the said scheme.
3) Grant of employee stock options to the employees of Subsidiary and
Associate Company(ies) of the Company under Eros International
Media Limited - Employee Stock Option Scheme 2022.
b)
No Extra Ordinary General Meeting of the Shareholders of the
Company was held during the financial year 2022-23.
c)
Details of Postal Ballot was conducted during the financial
year 2022-23:
During the year 2022-23, 4 (Four) resolutions were passed
through postal ballot in accordance with the provisions of
Sections 110 and 108 of the Act read with rules made thereunder
and Regulation 44 of the SEBI Listing Regulations.
EROS INTERNATIONAL MEDIA LIMITED 29
CORPORATE GOVERNANCE REPORT
The details of resolutions & results of Postal Ballot are as under:
Postal Ballot vide notice dated 19 May 2022, on the
following Resolutions:
i. Ordinary Resolution: Appointment of Mr. Vijay Jayantilal
Thaker (DIN: 01867309) as a Director of the Company.
Number of Votes cast in favour
Votes cast against
through remote e-voting
The voting period for remote e-voting was commenced on 21
May 2022 (9:00 a.m.) and ended on 19 June 2022 (5:00 p.m.)
(both days inclusive). The consolidated report on the result of the
postal ballot
the
aforementioned resolutions were passed with requisite majority
on 19 June 2022. The results were declared on Tuesday,
21 June 2022 and communicated to the stock exchanges and were
available on the Company's website at www.erosmediaworld.com
and the website of CDSL at www.evotingindia.com.
for approving
votes
Polled
No. of Votes
%
No. of Votes %
d)
Procedure for Postal Ballot:
16490608
16135700
97.848
354908
2.152
ii. Special Resolution: Alteration of Memorandum of
Association of the Company.
Number of Votes cast in favour
Votes cast against
votes
Polled
No. of Votes
%
No. of Votes %
16491508
16108593
97.678
382915
2.322
iii. Special Resolution: Increase in Authorised Share Capital of
the Company and consequential amendment
in
Memorandum of Association of the Company.
Number of Votes cast in favour
Votes cast against
votes
Polled
No. of Votes
%
No. of Votes %
16491508
16106978
97.688
384530
2.322
iv. Special Resolution: Issue and allotment of Warrants on
Preferential Basis.
Number of Votes cast in favour
Votes cast against
votes
Polled
No. of Votes
%
No. of Votes %
10160701
9768249
96.138
392452
3.862
The postal ballot was carried out as per the provisions of
Sections 108 and 110 and other applicable provisions of the Act,
read with the rules framed thereunder and applicable circulars
issued by the Ministry of Corporate Affairs from time to time.
Mr. Suhas Ganpule, Practicing Company Secretary, proprietor of
S G. & Associates was appointed as a scrutinizer for scrutinizing
voting in a fair and transparent manner for the aforesaid postal
ballot conducted by the Company during the year.
e)
Details of special resolution proposed to be conducted
through postal ballot: None.
MEANS OF COMMUNICATION
The Company recognizes communication as a key element to the
overall Corporate Governance framework, and therefore emphasizes
on prompt, continuous, efficient and relevant communication to all
external constituencies.
Financial Results
The Company has always promptly reported to both the stock
exchanges where the securities of the Company are listed, all the
material information including declaration of quarterly, half yearly and
annual financial results in the prescribed formats and through press
releases.
Financial results are published in "The Free Press Journal" and
"Navshakti" as per the requirements of the SEBI Listing Regulations.
The said results are also made available on Company's website at
www.erosmediaworld.com.
Presentation to Institutional Investors/ Analysts
The Corporate Presentations made to investors / analysts is displayed on the website of the Company.
GENERAL SHAREHOLDERS INFORMATION:
Annual General Meeting
Day
Date
Time
Venue
Tuesday
26 September 2023
3:00 P.M.
Through Video Conferencing ("VC")/Other Audio-Visual Means ("OAVM")
Financial Calendar (Tentative)
st1 quarter results for quarter ending June 2023
11 August 2023
nd2 quarter results for quarter ending September 2023
On or before 14 November 2023
rd3 quarter results for quarter ending December 2023
On or before 14 February 2024
Last quarter results for quarter ending March 2024
On or before 30 May 2024
Financial year
Book Closure Dates
1 April to 31 March
From Tuesday, 19 September 2023 to
Tuesday, 26 September 2023 (both days inclusive)
30
ANNUAL REPORT 2022-23
Listing of equity shares at Stock Exchanges
CORPORATE OVERVIEW |
MANAGEMENT REPORT FINANCIAL MANAGEMENT
|
BSE Limited
Pheeroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai - 400 001.
Tel No:- +91-22-22721233/1234
Fax No:- +91-22-22721919
National Stock Exchange of India Limited
Exchange Plaza, 5th Floor, Plot No- C Block, G Block,
Bandra Kurla Complex, Mumbai - 400 051.
Tel No:- +91-22-26598100-8114
Fax No:- +91-22-26598120
Stock Codes
ISIN Number
BSE - 533261
NSE - EROSMEDIA
INE416L01017
Corporate Identification Number (CIN)
L99999MH1994PLC080502
The Annual Listing Fees for the financial year 2023-2024 to BSE
Limited (BSE) and National Stock Exchange of India Limited (NSE) has
been paid by the Company within prescribed time.
The Annual Custodian Fees for the financial year 2023-24 to National
Securities Depository Limited (NSDL) and Central Depository Services
(India) Limited (CDSL) has been paid by the Company within
prescribed time.
MARKET PRICE DATA
The equity shares of the Company are listed on the BSE Limited and
the National Stock Exchange of India Limited. The monthly high and
low share prices on both the exchanges for a period starting from April
2022 to March 2023 are as below:
Month
April 2022
May 2022
June 2022
July 2022
August 2022
September 2022
October 2022
November 2022
December 2022
January 2023
February 2023
March 2023
BSE Limited (BSE)
National Stock Exchange of India Limited (NSE)
High Price (`)
Low Price (`)
High Price (`)
Low Price (`)
38.45
29.75
28.35
25.95
43.45
47.85
43.80
33.95
31.45
30.20
32.10
29.55
28.70
22.70
20.90
21.20
20.00
31.70
32.60
24.50
24.00
23.85
23.95
21.10
38.40
29.80
28.30
25.95
43.40
47.80
43.85
34.10
31.40
29.90
32.10
29.90
28.75
22.80
20.65
20.65
22.95
31.65
32.55
24.30
23.70
23.75
23.70
21.10
[Source: This information is compiled from the data available from the websites of BSE and NSE]
PERFORMANCE IN COMPARISON TO BROAD BASED INDICES
64,000.00
62,000.00
60,000.00
58,000.00
56,000.00
54,000.00
52,000.00
50,000.00
48,000.00
46,000.00
50.00
45.00
40.00
35.00
30.00
25.00
20.00
15.00
10.00
5.00
0.00
19000
18500
18000
17500
17000
16500
16000
15500
15000
14500
14000
50.00
45.00
40.00
35.00
30.00
25.00
20.00
15.00
10.00
5.00
0.00
Apr-22
M ay-22
Jun-22
Jul-22
Aug-22
Sep-22
O ct-22
N ov-22
Dec-22
Jan-23
Feb-23
M ar-23
Apr-22
M ay-22
Jun-22
Jul-22
Aug-22
Sep-22
O ct-22
N ov-22
Dec-22
Jan-23
Feb-23
M ar-23
BSE Sensex
Eros Share Price
BSE Sensex
Eros Share Price
EROS INTERNATIONAL MEDIA LIMITED 31
CORPORATE GOVERNANCE REPORT
IN CASE THE SECURITIES ARE SUSPENDED FROM TRADING,
THE DIRECTORS REPORT SHALL EXPLAIN THE REASON
THEREOF
None of the securities of the Company are suspended from trading
during the financial year 2022-23.
REGISTRAR TO AN ISSUE AND SHARE TRANSFER AGENTS
Address for Investor Correspondence
For any assistance regarding dematerialization of shares, re-
materialization of shares, share transfers, transmissions, change of
address, non-receipt of dividend or any other query relating to shares,
please write to:
promoters holding have been held in the dematerialised as on 31
March 2023.
Break up of shares in physical and demat form as on 31 March
2023 is as follows:
Physical Segment
Demat Segment
• NSDL
• CDSL
Total
Number of
Shares
% of Total
number of Shares
123
0.00
5,62,74,286
3,96,39,710
9,59,14,119
58.67
41.33
100.00
LINK INTIME INDIA PRIVATE LIMITED
Unit - Eros International Media Limited
C 101, 247 Park, LBS Marg, Vikhroli West,
Mumbai 400 083, Maharashtra (India).
Tel: +91 (22) 49186270
Fax: +91 (22) 49186060
Email: rnt.helpdesk@linkintime.co.in
Web: www.linkintime.co.in
DISTRIBUTION OF SHAREHOLDING AS ON 31 MARCH 2023
Shares Holding of Shares No. of Shareholders
% to Total
49467
81.94
1-500
501-1000
1001-2000
2001-3000
3001-4000
4001-5000
5001-10000
4531
2704
1017
544
502
798
7.51
4.48
1.68
0.90
0.83
1.32
1.34
10001 and above
810
Total
60373
100.00
Shareholding pattern as on 31 March 2023
Particulars
No. of
Shares
% of
Shareholding
Promoter & Promoter Group
FIIs / Foreign Portfolio Investors
1,55,89,951
22,94,722
N.R.I.s / Non-Domestic Companies
/ Foreign National
Banks, Financial Institutions,
NBFC Registered with RBI
Bodies Corporate/ Individuals /
Others
IEPF
17,88,082
11,439
7,62,18,566
11,359
16.25
2.39
1.86
0.01
79.47
0.01
Total Paid Up Capital
9,59,14,119
100.00
The Company's Equity Shares are regularly traded on the BSE Limited
and the National Stock Exchange of India Limited, in dematerialised
form.
Under the Depository system, the International Security Identification
Number (ISIN) allotted to the Company's shares is INE416L01017.
OUTSTANDING ADRS/GDRS AND OTHER INSTRUMENTS
During the year under review, the Company did not issue any
ADRs/GDRs/ other instruments, which are convertible into equity
shares of the Company.
The Company has outstanding stock options in force which carries
entitlement of equity shares of the Company, as and when exercised.
PLANT LOCATIONS
The Company does not have any plants.
COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND
HEDGING ACTIVITIES
The Company does not deal in Commodity and Foreign Exchange and
hence the disclosure is not applicable.
Address for General Correspondence
Company Secretary & Compliance Officer
Eros International Media Limited
Registered Office:
901/902, Supreme Chambers, Off. Veera Desai Road,
Andheri West, Mumbai- 400 053, Maharashtra (India).
Tel: + (91 22) 6602 1500
Fax: + (91 22) 6602 1540
Email: compliance.officer@erosintl.com
Web: www.erosmediaworld.com
CREDIT RATING
The ratings given by Acuité Ratings & Research Limited, a Credit Rating
Agency ("Acuite Rating") on the Long-Term and Short-Term bank
facility(ies) of the Company is ACUITE C. There was no revision in the
said ratings during the year under review.
OTHER DISCLOSURES:
PLEDGE OF SHARES
Disclosure on Material Related Party Transactions:
No Equity Shares have been pledged as on 31 March 2023.
DEMATERIALISATION OF SHARES AND LIQUIDITY AS ON
31 MARCH 2023
The securities of the Company are compulsory traded
in
dematerialised form and are available for trading on both the
depositories in India viz. National Securities Depository Limited (NSDL)
and Central Depository Services (India) Limited (CDSL). Equity Shares
of the Company representing 99.99% of the Company's Equity Share
Capital are in dematerialised form as on 31 March 2023 and the entire
During the financial year ended 31 March 2023, there were no materially
significant related party transactions, which had potential conflict with
the interests of the Company at large. The disclosure of all related party
transactions entered into during the financial year 2022-23 are set out in
notes forming part of the financial statements.
Details of Non-Compliance:
No penalties have been imposed on the Company by the Stock
Exchanges, SEBI or any other statutory authorities on any matter
related to capital markets during the last three years.
32
ANNUAL REPORT 2022-23
CORPORATE OVERVIEW |
MANAGEMENT REPORT FINANCIAL MANAGEMENT
|
Whistle Blower / Vigil Mechanism Policy:
The Whistle Blower Mechanism (Vigil Mechanism) in the Company
enables all the directors, employees and its stakeholders, to report
concerns about unethical behaviour, report for leakage of unpublished
price sensitive information, actual or suspected fraud or violation of the
Company's code of conduct or ethics policy. This mechanism has
provided adequate safeguards against victimisation of directors /
employees of the Company who avail the mechanism and also provide
for direct access to the Chairman of the Audit Committee. No personnel
are denied access to this mechanism.
The Vigil Mechanism and Whistle Blower Policy has been posted on the
website of the Company at www.erosmediaworld.com.
SUBSIDIARIES
As on 31 March 2023, the Company has Nine (9) direct subsidiaries.
Out of Nine (9) direct subsidiaries, Seven (7) are Indian and other Two
(2) are foreign subsidiaries.
None of the subsidiary companies except Copsale Limited (a British
Virgin Island Company) and Colour Yellow Productions Private Limited
are material subsidiary in terms of Regulation 16(c) of the SEBI Listing
Regulations. Details of Material Subsidiaries of the Listed Entity,
including the date and place of Incorporation and the Name and Date
of Appointment of Statutory Auditors of such Subsidiaries are as under:
Name of
Subsidiaries
Date and
Place of
incorporation
Name of
Statutory
Auditors
Date of
Appointment
Copsale Limited
24.02.1998,
Maheshwari
11.02.2022
British Virgin Island Maheshwari & Co.
Colour Yellow
Productions
Private Limited
12.09.2013,
Mumbai
Jimmy Sheth
& Co.
17.05.2021
The Board of Directors of the Company have also formulated a policy
for determining 'material' subsidiaries and the same has been uploaded
on the website of the Company at www.erosmediaworld.com.
The Financial Statements including investments made by the unlisted
subsidiaries and all significant transactions and arrangements entered
into by the unlisted subsidiaries forming part of the financials are being
reviewed by the Audit Committee of your Company on a quarterly
basis.
RELATED PARTY TRANSACTION
A policy on materiality of Related Parties and dealings with Related
Party Transactions has been formulated by the Board of Directors and
has also been uploaded on the website of the Company at
www.erosmediaworld.com.
The objective of the Policy is to ensure due and timely identification,
approval, disclosure reporting and transparency of transactions
between Company and any of its Related Parties in compliance with the
applicable laws and regulations, as may be amended from time to time.
Insider Trading Regulations
The Company has instituted a comprehensive code of conduct for its
Directors, Key Managerial Personnel, Senior Management Personnel,
Designated Persons and third parties such as auditors, consultants,
etc. who are expected to have access to unpublished price sensitive
information relating to the Company in compliance with Securities and
Exchange Board of India (Prohibition of Insider Trading) Regulations,
2015, as amended from time to time.
The objective of the Code is to prevent purchase and/or sale of
securities of the Company by an insider on the basis of unpublished
price sensitive information. Under this Code, Directors, Key Managerial
Personnel and Senior Management Personnel, Designated Persons,
their immediate relatives and such others connected person, are
completely prohibited from dealing in the Company's shares during the
closure of Trading Window. Further, the Code specifies the procedures
to be followed and disclosures to be made by Directors, Key
Managerial Personnel, Senior Management Personnel and such other
Designated Persons, while dealing with the securities of the Company
and enlists the consequences of any violations.
The Annual disclosures as required from Directors, Key Managerial
Personnel, Senior Management Personnel and other Designated
Employees for adherence to this Code during the financial year
2022-23 have been received by the Company.
The Company Secretary has been appointed as the Compliance
Officer for monitoring adherence to the Code.
The Code
www.erosmediaworld.com.
is uploaded on the Company's website at
SECRETARIAL AUDIT
S.G & Associates, firm of Company Secretaries, carried out various
compliance and secretarial audits during the year:
•
•
•
Quarterly Secretarial Audit
Annual Secretarial Audit as required under Section 204 of the Act
& applicable Rules thereto.
Secretarial Compliance Report to Stock Exchanges pursuant to
SEBI's Circular CIR/CFD/CMD1/27/2019 dated February 8, 2019.
Report issued by S.G & Associates in Form No. MR-3 is attached and
forms part of Directors Report.
GREEN INITIATIVE
As a responsible corporate citizen, the Company welcomes and
supports the 'Green Initiative' undertaken by the Ministry of Corporate
Affairs, Government of India, enabling electronic delivery of documents
including the Annual Report, quarterly and half-yearly results, amongst
others, to Shareholders at their e-mail address previously registered
with the DPs and RTAs.
Shareholders who have not registered their e-mail addresses so far are
requested to do the same. Those holding shares in demat form can
register their e-mail address with their concerned DPs. Shareholders
who hold shares in physical form are requested to register their e-mail
addresses with the RTA, by sending a letter, duly signed by the first/sole
holder quoting details of Folio Number.
CEO / CFO CERTIFICATION
Mr. Pradeep Dwivedi, Chief Executive Officer and Mr. Rajesh Chalke,
Chief Financial Officer of the Company has provided certification on
financial reporting and internal controls to the Board as required under
Regulation 17(8) of the SEBI Listing Regulations, copy of which is
attached to this Report. The Chief Executive Officer and the Chief
Financial Officer also give quarterly certification on financial results
while placing the financial results before the Board in terms of
Regulation 33(2) of the SEBI Listing Regulations.
The Company has complied with all the mandatory requirements of
Corporate Governance Report as stated under SEBI Listing
Regulations.
COMPLIANCE OF DISCRETIONARY REQUIREMENTS
The Company has adopted the following discretionary requirements
stated under Part E of Schedule II of Regulation 27(1) of SEBI Listing
Regulations: -
EROS INTERNATIONAL MEDIA LIMITED 33
CORPORATE GOVERNANCE REPORT
A.
The Board
The Chairman i.e. Mr. Dhirendra Swarup is a Non-Executive
Independent Director and the Company maintains the
Chairman's office at its expense and reimburses all expenses
incurred in performance of duties by the Chairman.
B.
Separate posts of chairperson and chief executive officer
The Company has appointed separate persons for the post of
Chairperson of the Company and Chief Executive Officer.
Mr. Dhirendra Swarup act as the Chairperson of the Board
whereas Mr. Pradeep Dwivedi is the Chief Executive Officer of the
Company.
C. Reporting of Internal Auditor
The Company has appointed Patni Mandhana & Associates,
Chartered Accountant as Internal Auditor of the Company to
review the adequacy and effectiveness of internal control &
governance process in the Company through periodic audits.
The Internal Audit Report contains their finding and suggestions
for improvement which are periodically tabled before the Audit
Committee for their review.
COMPLIANCE WITH CORPORATE GOVERNANCE MANDATORY
REQUIREMENTS
The Company has complied with the all the required requirements
specified under Regulation 17 to Regulation 27 and Clauses (b) to (i) of
sub-regulation (2) of Regulation 46 of SEBI Listing Regulations and the
disclosure of the compliance status forms part of this Report.
OTHER DISCLOSURES
•
•
•
•
•
•
•
No treatment different from the Indian Accounting Standards (Ind
AS), prescribed by the Institute of Chartered Accountants of India,
has been followed in the preparation of financial statements.
The Company has in place the mechanism to inform Board
members about the risk assessment and minimisation
procedures and periodical reviews to ensure that risk is controlled
by the Executive Management.
During the year, the Company did not make any public issue, right
issue, preferential issue, etc. and hence it did not receive any
proceeds from any such issues. The proceeds received from
public issue made in 2010, were appropriately utilized.
During the year under review, the Company had not granted any
loans/advances in the nature of loans to firms/companies in
which Directors are interested (in terms of Section 184(2) of the
Act).
The Company is fully compliant with the applicable mandatory
requirements under SEBI Listing Regulations, relating
to
Corporate Governance.
The Company has laid down the Whistle Blower mechanism for
employees and its stakeholders of the Company to report to the
management about any instances of unethical behaviour, actual
or suspected fraud, illegal or unethical practices in the Company.
The Auditors' Qualification has been appropriately dealt with in
Note No. 53 & 58 of the Notes to the standalone financial
statements.
34
ANNUAL REPORT 2022-23
•
•
•
•
Pursuant to the requirements of Regulation 34 (3) read with
Schedule V of the SEBI Listing Regulations, the details of Loans /
Advances made to and investments made in the subsidiary have
been furnished in Notes forming part of the Accounts.
Certificate from a Company Secretary in Practice on confirming
directors are not debarred or disqualified by SEBI/MCA or any
statutory authority is published as an annexure to this Report.
The total fees for all services paid by the Company and its
subsidiaries, on a consolidated basis, to the statutory auditor is
` 127 Lakhs.
During the year, there were no complaints filed, disposed or
pending relating to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Code of Conduct
The Board has laid down a Code of Business Conduct and Ethics for all
the Directors, Key Managerial Personnel and Senior Managerial
Personnel of the Company in accordance with the requirement under
Regulation 17(5) of SEBI Listing Regulations. The Code has also been
posted on the website of the Company at www.erosmediaworld.com.
All the Board Members, Key Managerial Personnel and Senior
Management Personnel have affirmed their compliance with the said
Code for the Financial Year ending 31 March 2023.
A declaration to this effect signed by the Executive Vice Chairman &
Managing Director of the Company is provided below in this Report.
In accordance with Schedule IV of the Act, a separate Code of Conduct
for the Independent Directors has been adopted by the Company. The
said Code states, inter-alia, the duties, roles and responsibilities of
Independent Directors and it has also been posted on the website of
the Company at www.erosmediaworld.com.
All Independent Directors have confirmed to the Company that they
have adhered to and complied with the said Code for the financial year
ended 31 March 2023.
DECLARATION AFFIRMING COMPLIANCE OF CODE OF
CONDUCT
To the best of my knowledge and belief, I hereby affirm that all the Board
Members and Senior Management Personnel of the Company have
fully complied with the provisions of the code of conduct as laid down
by the Company for Directors and Senior Management Personnel
during the financial year ended on 31 March 2023.
For and on behalf of the Board
Eros International Media Limited
Sunil Arjan Lulla
Executive Vice Chairman & Managing Director
DIN: 00243191
Date: 11 August 2023
Place: Mumbai
CORPORATE OVERVIEW |
MANAGEMENT REPORT FINANCIAL MANAGEMENT
|
CERTIFICATE ON CORPORATE GOVERNANCE
To
The Members
Eros International Media Limited
We have examined the compliance of the conditions of Corporate Governance by Eros International Media Limited ("the Company"), for
the year ended on March 31, 2023 as stipulated in Regulations 17 to 27 and Clauses (b) to (i) of Regulation 46(2) and para C, D and E of
Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations).
The Compliance of conditions of Corporate Governance is the responsibility of the management. Our examination has been limited to
procedures and implementation thereof, adopted by the Company for ensuring the compliance of conditions of the Corporate
Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
We have examined the relevant records and documents maintained by the Company for the purposes of providing reasonable assurance
on the compliance with corporate governance requirements by the Company.
Based on our examination of the relevant records and according to the information and explanations provided to us and the
representations provided by the Management, we certify that the Company has complied with the conditions of Corporate Governance as
stipulated in Regulations 17 to 27 and Clauses (b) to (i) of Regulation 46(2) and para C, D and E of Schedule V of the Listing Regulations
during the year ended March 31, 2023.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness
with which the Management has conducted the affairs of the Company.
Date: 10/08/2023
Place: Mumbai
For Vijay S. Tiwari & Associates
Practicing Company Secretary
Vijaykumar Tiwari
Proprietor
Membership No: 33084
CP No: 12220
Peer Review Certificate No.: 1679/2022
UDIN: A033084E000781689
EROS INTERNATIONAL MEDIA LIMITED 35
CORPORATE GOVERNANCE REPORT
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
(Pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015)
To,
The Members
Eros International Media Limited
901/902, Supreme Chambers,
off Veera Desai Road, Andheri (West),
Mumbai- 400053, Maharashtra (India)
We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of M/s Eros International
Media Limited having CIN: L99999MH1994PLC080502 and having registered office at 901/902, Supreme Chambers, off Veera Desai
Road, Andheri (West), Mumbai- 400053, Maharashtra (hereinafter referred to as 'the Company'), produced before us by the Company for
the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at
the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company and its officers, we hereby certify
that none of the Directors on the Board of the Company as stated below for the Financial Year ending on 31st March, 2023 have been
debarred or disqualified from being appointed or continuing as Directors of Companies by the Securities and Exchange Board of India,
Ministry of Corporate Affairs, or any such other Statutory Authority.
Sr. No.
Name of Director
1.
2.
3.
4.
5.
6.
Bindu Saxena
Sunil Arjan Lulla
Vijay Jayantilal Thaker
Dhirendra Swarup
Pradeep Kumar Dwivedi
Manmohan Kumar Sardana
DIN
00167802
00243191
01867309
02878434
07780146
09294639
Date of appointment in Company
26/09/2019
19/08/1994
19/05/2022
10/02/2010
14/08/2021
31/08/2021
Ensuring the eligibility of for the appointment/ continuity of every Director on the Board is the responsibility of the management of the
Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the
future viability of the Company nor of the efficiency or effectiveness with which the Management has conducted the affairs of the Company.
For MNK and Associates LLP
Company Secretaries
FRN: L2018DE004900
Mohd Nazim Khan
Designated Partner
FCS: 6529, CP: 8245
UDIN No.: F006529E000387844
Place: New Delhi
Date : 26.05.2023
36
ANNUAL REPORT 2022-23
Standalone
Financial
Statements
STANDALONE FINANCIAL STATEMENTS
INDEPENDENT AUDITOR’S REPORT
To the Members of
EROS INTERNATIONAL MEDIA LIMITED
Report on the Audit of the Standalone Ind AS Financial Statements
Qualified Opinion
We have audited the accompanying standalone Ind AS financial
statements of Eros International Media Limited ("the Company"),
which comprise the Balance Sheet as at March 31, 2023, the Statement of
Profit and Loss (including Other Comprehensive Income), the Statement
of Changes in Equity and the Statement of Cash Flows for the year then
ended, and notes to the standalone Ind AS financial statements including
a summary of significant accounting policies and other explanatory
information (hereinafter referred to as "standalone Ind AS financial
statements").
In our opinion and to the best of our information and according to the
explanations given to us, except for the effects/possible effects of the
matters described in the Basis for Qualified Opinion section of our report,
the aforesaid standalone Ind AS financial statements give the information
required by the Companies Act, 2013 ("the Act") in the manner so required
and give a true and fair view in conformity with the accounting principles
generally accepted in India including the Indian Accounting Standards
("Ind AS") prescribed under section 133 of the Act, read with the
Companies (Indian Accounting Standards) Rules, 2015, as amended, of
the state of affairs of the Company as at March 31, 2023, its loss (including
other comprehensive income), its changes in equity and its cash flows for
the year ended on that date.
Basis for Qualified Opinion
conclusion of the matter as on date and receipt of communication
from SEBI in this regard, we are unable to state impact, if any, this
has on the standalone Ind AS financial statements.
We conducted our audit in accordance with Standards on Auditing (SAs)
specified under section 143(10) of the Act. Our responsibilities under
those Standards are further described in the Auditor's Responsibilities for
the Audit of the Standalone Ind AS Financial Statements section of our
report. We are independent of the Company in accordance with the Code
of Ethics issued by the Institute of Chartered Accountants of India ("ICAI")
together with the ethical requirements that are relevant to our audit of the
standalone Ind AS financial statements under the provisions of the Act
and Rules
fulfilled our other ethical
responsibilities in accordance with these requirements and the Code of
Ethics. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our qualified opinion on the
standalone Ind AS financial statements.
thereunder, and we have
Material Uncertainty Related to Going Concern
We draw attention to Note 51 to the standalone Ind AS financial
statements which indicates that the Company has incurred a net losses of
Rs.11,331 Lakhs for the year ended March 31, 2023. As stated in Note 51,
these events or conditions, along with other matters as set forth in Note
51, indicate that a material uncertainty exists that may cast significant
doubt on the Company's ability to continue as a going concern. The
assumption of going concern is subject to Company's proposal to raise
funds through monetization of its film/ music library rights as well as its
noncore assets, mobilization of additional funds through recovery of dues
from its group entities and other strategic initiatives.
We draw attention to the following matters in the notes to the standalone
Ind AS financial statements:
Our opinion is not modified in respect of this matter.
Emphasis of Matter
a)
b)
c)
Note 53 regarding trade receivables from group entities. The
Company has trade Receivables from group entities amounting to `
42,384 Lakhs from Eros Worldwide FZ LLC ("EWW"), ` 7,476 Lakhs
from Eros International Limited UK and ` 3,120 Lakhs from Eros
International USA Inc. Receivable of ` 13,231 Lakhs (net of
payables of ` 29,153 Lakhs) from EWW which are overdue for long
period of time, payments for which are not forthcoming. Basis the
management accounts provided to us for year ended March 31,
2023, Net Worth of above said group entities have fully eroded and
have incurred losses during the year. Basis the matter of facts stated
as above with respect to financial viability of these companies, we
are unable to comment on the extent of the recoverability of the
carrying value of the above receivables and the consequential
effects on the loss for the year ended March 31, 2023.
Note 53 regarding no provision being created by the Company in
respect of its trade receivables from group entities as per expected
credit loss (ECL) in accordance with IND AS 109 Financial
Instruments amounting to ` 20,513 Lakhs. The loss for the year
ended March 31, 2023 is understated to that extent. The
management considers that the since the receivable are from group
entities, they are good and fully recoverable and hence no provision
is required in respect of said receivables. Consequently, provision
for expected credit loss and loss for the year is understated by `
20,513 lakhs.
Note 58 wherein as mentioned, the Securities and Exchange Board
of India (SEBI) has appointed Forensic Auditor to verify the
Consolidated Financial Statements of the Company for financial
year ended March 31, 2018, March 31, 2019 and March 31, 2020
and status on the matter as on date. In the absence of any
We draw attention to the following matters in the notes to the standalone
Ind AS financial statements:
1.
2.
Note 56 with respect to the value of inventories which includes
accumulated film rights costs amounting to ` 850 Lakhs as on
March 31, 2023, we have relied on the management for realizable
value of such inventory, being a technical matter.
Note 57 with respect to content advances given for film projects
having aggregate value of ` 20,996 Lakhs (net of provision, gross `
107,018 Lakhs) as on March 31, 2023, the management backed by
valuation reports from an Independent valuer is of the opinion that
adequate provision has been created in the books of account with
respect to such advances and that the balance amount is
recoverable and no further provision is required. This being a
technical matter has been relied upon by us.
Our opinion is not modified in respect of these matters.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment,
were of most significance in our audit of the standalone Ind AS financial
statements of the current year. These matters were addressed in the
context of our audit of the standalone Ind AS financial statements as a
whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters. In addition to the matters described in
the basis for qualified opinion section and material uncertainty related to
going concern section above, as also further read with our observations in
Emphasis of Matter para above, we have determined the matters
described below to be the key audit matters to be communicated in our
report.
38
ANNUAL REPORT 2022-23
|
CORPORATE OVERVIEW MANAGEMENT REPORT
| FINANCIAL MANAGEMENT
Sr.
No.
Key Audit Matters
1.
Revenue recognition
(Refer Note No 30 to the Standalone Ind
AS Financial Statements)
The company records theatrical income,
license fees, and distribution revenue (net of
sales-related taxes) when control of the
associated products is transferred, and
performance obligations are
fulfilled
according to the specific terms outlined in
the contracts. The accounting treatment of
revenue is a significant matter for our audit
due to the different revenue streams
involved and the level of judgment required.
How our audit addressed the key audit matter
Our audit procedures were performed to ensure the accuracy and compliance of the company's
revenue recognition practices with relevant accounting standards which is as detailed below :
1)
2)
3)
4)
Gaining an understanding of the design, implementation, and effectiveness of the
company's key internal controls over the revenue recognition process.
Reviewing significant contracts executed near the year-end to ensure that revenue is
recognized in the correct period.
Testing a sample of contracts across various revenue streams by reconciling the
information to the contracts and verifying proof of delivery or transmission, as applicable, to
ensure revenue recognition aligns with the principles of Ind AS 115 "Revenue from Contracts
with Customers".
Assessing the adequacy of the company's disclosure practices in accordance with the
requirements of Ind AS 115.
Other Information
The Company's Board of Directors is responsible for the other
information. The other information comprises the information included in
the Director's Report, but does not include the standalone Ind AS financial
statements, consolidated Ind AS financial statements and our auditor's
report thereon. The Director's Report is expected to be made available to
us after the date of this auditor's report.
Our opinion on the standalone Ind AS financial statements does not cover
the other information and we do not express any form of assurance
conclusion thereon.
In connection with our audit of the standalone Ind AS financial statements,
our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the
standalone Ind AS financial statements or our knowledge obtained in the
audit or otherwise appears to be materially misstated.
When we read the Director's Report, if we conclude that there is a material
misstatement therein, we are required to communicate the matter to
those charged with governance and describe actions applicable in the
applicable laws and regulations.
Responsibilities of Management and Those Charged with
Governance for the Standalone Ind AS Financial Statements
The Company's Board of Directors is responsible for the matters stated in
section 134(5) of the Act with respect to the preparation of these
standalone Ind AS financial statements that give a true and fair view of the
financial position, financial performance (including other comprehensive
income), changes in equity and cash flows of the Company in
accordance with the accounting principles generally accepted in India,
including Ind AS prescribed under section 133 of the Act, read with the
Companies (Indian Accounting Standards) Rules, 2015, as amended.
This responsibility also includes maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding of
the assets of the Company and for preventing and detecting frauds and
other irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for ensuring the
accuracy and completeness of the accounting records, relevant to the
preparation and presentation of the standalone Ind AS financial
statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
In preparing the standalone Ind AS financial statements, management is
responsible for assessing the Company's ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless management either
intends to liquidate the Company or to cease operations, or has no
realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the
Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Standalone Ind AS
Financial Statements
Our objectives are to obtain reasonable assurance about whether the
standalone Ind AS financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor's
report that includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of this
standalone Ind AS financial statements.
As part of an audit in accordance with SAs, we exercise professional judg-
ment and maintain professional skepticism throughout the audit. We also:
•
•
•
•
•
Identify and assess the risks of material misstatement of the
standalone Ind AS financial statements, whether due to fraud or
error, design and perform audit procedures responsive to those
risks, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in
order to design audit procedures that are appropriate in the circum-
stances. Under section 143(3)(i) of the Act, we are also responsible
for expressing our opinion on whether the Company has adequate
internal financial controls with reference to financial statements in
place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the
reasonableness of accounting estimates and related disclosures
made by management.
Conclude on the appropriateness of management's use of the
going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the
Company's ability to continue as a going concern. If we conclude
that a material uncertainty exists, we are required to draw attention
in our auditor's report to the related disclosures in the standalone
Ind AS financial statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor's report. However,
future events or conditions may cause the Company to cease to
continue as a going concern.
Evaluate the overall presentation, structure and content of the
standalone Ind AS financial statements, including the disclosures,
and whether the standalone Ind AS financial statements represent
the underlying transactions and events in a manner that achieves
fair presentation.
We communicate with those charged with governance regarding, among
other matters, the planned scope and timing of the audit and significant
audit findings, including any significant deficiencies in internal control that
we identify during our audit.
We also provide those charged with governance with a statement that we
have complied with relevant ethical requirements regarding
EROS INTERNATIONAL MEDIA LIMITED 39
STANDALONE FINANCIAL STATEMENTS
independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence,
and where applicable, related safeguards.
section are as given in Note 59 of the standalone Ind AS financial
statements and is subject to approval of shareholders at the
ensuing annual general meeting;
From the matters communicated with those charged with governance, we
determine those matters that were of most significance in the audit of the
standalone Ind AS financial statements of the current year and are
therefore the key audit matters. We describe these matters in our auditor's
report unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we determine that a
matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh
the public interest benefits of such communication.
Other Matter
The audit of standalone Ind AS financial statements for the year ended
March 31, 2022, was carried out and reported by Chaturvedi & Shah LLP,
Chartered Accountants vide their modified audit report dated May 29,
2022, whose report has been furnished to us by the management and
which has been relied upon by us for the purpose of our audit of the
standalone Ind AS financial statements.
Report on Other Legal and Regulatory Requirements
(1)
As required by the Companies (Auditor's Report) Order, 2020 ("the
Order") issued by the Central Government of India in terms of
section 143(11) of the Act, we report in "Annexure 1", a statement on
the matters specified in paragraphs 3 and 4 of the Order, to the
extent applicable.
(2)
As required by section 143(3) of the Act, we report that:
a. We have sought and except for the matters described in the
Basis for Qualified Opinion section above, obtained all the
information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our
audit;
b. Except for the effects of the matters described in the Basis for
Qualified Opinion section above, in our opinion, proper books of
account as required by law have been kept by the Company so
far as it appears from our examination of those books;
c. The Balance Sheet, the Statement of Profit and Loss (including
Other Comprehensive Income), the Statement of Changes in
Equity and the Statement of Cash Flows dealt with by this report
are in agreement with the books of account;
d. Except for the effects of the matters described in the Basis for
Qualified Opinion section above, in our opinion, the aforesaid
standalone Ind AS financial statements comply with the Ind AS
prescribed under section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015, as
amended;
e. The matters described under the Basis for Qualified Opinion,
Material Uncertainty Related to Going Concern and Emphasis of
Matter section above, in our opinion, may have an adverse effect
on the functioning of the Company;
f. On the basis of the written representations received from the
directors as on March 31, 2023 and taken on record by the
Board of Directors, none of the directors is disqualified as on
March 31, 2023 from being appointed as a director in terms of
section 164(2) of the Act;
g. With respect to the adequacy of the internal financial controls
with reference to financial statements of the Company and the
operating effectiveness of such controls, refer to our separate
report in "Annexure 2";
h. With respect to the other matter to be included in the Auditor's
Report in accordance with the requirements of section 197(16)
of the Act, as amended:
In our opinion and to the best of our information and according
to the explanations given to us, the remuneration paid/ provided
by the Company to its directors during the year is in excess of the
limits laid down under section 197 of the Act. Details of
remuneration paid in excess of the limit laid down under this
40
ANNUAL REPORT 2022-23
k. With respect to the other matters to be included in the Auditor's
Report in accordance with Rule 11 of the Companies (Audit and
Auditors) Rules, 2014, as amended, in our opinion and to the
best of our information and according to the explanations given
to us:
(i)
(ii)
The Company has disclosed the impact of pending
litigations on its financial position in its standalone Ind AS
financial statements - Refer Note 39 on Contingent
Liabilities to the standalone Ind AS financial statements;
The Company did not have any long-term contracts
including derivative contracts for which there were any
material foreseeable losses.
(iii) There were no amounts which were required to be
transferred to the Investor Education and Protection Fund
by the Company;
(iv)
(iv)
(a) The Management has represented that, to the best of
its knowledge and belief, other than as disclosed in
the notes to the accounts, during the year no funds
have been advanced or loaned or invested (either
from borrowed funds or share premium or any other
sources or kind of funds) by the Company to or in any
other persons or entities, including foreign entities
("Intermediaries"), with the understanding, whether
recorded in writing or otherwise, that the Intermediary
shall, whether, directly or indirectly lend or invest in
other persons or entities identified in any manner
whatsoever by or on behalf of the Company ("Ultimate
Beneficiaries") or provide any guarantee, security or
the like on behalf of the Ultimate Beneficiaries;
including
(b) The management has represented that, to the best of
its knowledge and belief, other than as disclosed in
the notes to the accounts, during the year no funds
have been received by the Company from any
persons or entities,
foreign entities
("Funding Parties"), with the understanding, whether
recorded in writing or otherwise, that the Company
shall, whether, directly or indirectly, lend or invest in
other persons or entities identified in any manner
whatsoever by or on behalf of the Funding Party
("Ultimate Beneficiaries") or provide any guarantee,
security or the like on behalf of the Ultimate
Beneficiaries;
(iv)
(c) Based on the audit procedures that are considered
reasonable and appropriate in the circumstances,
nothing has come to our notice that has caused us to
believe that the representations under sub-clause (i)
and (ii) of Rule 11(e), as provided under (a) and (b)
above, contain any material misstatement.
(v)
The Company has not declared nor paid any dividend
during the year. Hence, reporting the compliance with
section 123 of the Act is not applicable.
(vi) As proviso to rule 3(1) of the Companies (Accounts) Rules,
2014 is applicable for the company only w.e.f. April 1, 2023,
reporting under this clause is not applicable.
Haribhakti & Co. LLP
For
Chartered Accountants
ICAI Firm Registration No.103523W / W100048
Sumant Sakhardande
Partner
Membership No. 034828
UDIN: 23034828BGWUES9098
Place: Mumbai
Date: May 29, 2023
|
CORPORATE OVERVIEW MANAGEMENT REPORT
| FINANCIAL MANAGEMENT
ANNEXURE "1" TO INDEPENDENT AUDITORS' REPORT ON THE STANDALONE
FINANCIAL STATEMENTS OF EROS INTERNATIONAL MEDIA LIMITED
[Referred to in paragraph 1 under 'Report on Other Legal and
Regulatory Requirements' section in the Independent Auditor's
Report of even date to the members of EROS International Media
Limited ("the Company") on the standalone Ind AS financial
statements for the year ended March 31, 2023]
(c) The title deeds of all the immovable properties (other than
properties where the Company is the lessee and the lease
agreements are duly executed in favour of lessee), disclosed in
the standalone Ind AS financial statements are held in the name
of the Company.
Based on the audit procedures performed for the purpose of reporting a
true and fair view on the standalone Ind AS financial statements of the
Company and taking into consideration the information, explanations and
written representation given to us by the management and the books of
account and other records examined by us in the normal course of audit,
we report that:
(i)
(a) (A) The Company has maintained proper records showing full
particulars, including quantitative details and situation of
Property, Plant and Equipment.
(B) The Company has maintained proper records showing full
particulars of Intangible Assets.
(b) The Company has a program of physical verification of Property,
Plant and Equipment to cover all the items in a phased manner
each year, which, in our opinion, is reasonable having regard to
the size of the Company and the nature of its assets. Pursuant to
the program, certain Property, Plant and Equipment were due for
verification during the year and were physically verified by the
management during the year. No material discrepancies were
noticed on such verification.
Particulars
Sr.
No.
1
Aggregate amount granted / provided during the year
- Subsidiaries
- Associates
- Jointly Ventures
- Others
2
Balance outstanding as at March 31, 2023 in respect of above cases
- Subsidiaries
- Associates
- Jointly Ventures
- Others
(d) The Company has not revalued its Property, Plant and Equipment
(including Right of Use assets) and Intangible Assets during the
year. Accordingly, reporting under clause (i)(d) of paragraph 3 of
the Order is not applicable.
(e) No proceedings have been initiated or are pending against the
Company as at March 31, 2023 for holding any benami property
under the Prohibition of Benami Property Transactions Act, 1988
and rules made thereunder.
(ii)
(a) Inventory in the nature of films cost where the Company owns the
rights are verified with reference to title documents/agreements.
Inventory other than film rights has not been physically verified by
the management during the year. Accordingly, we cannot
comment on material discrepancies existing, if any.
(b) The Company has not obtained any sanctioned working capital
limit during the year, from banks and/or financial institutions, on
the basis of security of current assets. Therefore, reporting under
clause (ii)(b) of paragraph 3 of the Order is not applicable.
(iii)
(a) During the year, the Company has provided loans or provided
advances in the nature of loans, or stood guarantee, or provided
security to the following entities:
Guarantees
Security
Loans
Amount ` in lakhs
Advances in the
nature of loans
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
33
Nil
Nil
Nil
426
Nil
Nil
Nil
Nil
40
Nil
Nil
Nil
(b) The investments made, guarantees provided, security given and
the terms and conditions of the grant of all loans and advances in
the nature of loans and guarantees provided by the Company
during the year are not prejudicial to the interest of the Company.
(d) In respect of the aforesaid loans and advances in the nature of
loans, no demand has been raised by the Company till date and
hence reporting under clause (iii) (c) and (iii) (d) of paragraph 3 of
the Order is not applicable.
(c) The schedule of repayment of principal and payment of interest
in respect of the loans and advances in the nature of loans have
not been stipulated. Thus, we are unable to comment whether
the repayments or receipts during the year are regular and report
amounts overdue for more than ninety days, if any, as required
under clause (iii) (d) of paragraph 3 of the Order.
(e) There were no loans or advances in the nature of loan granted
which has/have fallen due during the year, have been renewed or
extended. Further, there were no instances of fresh loans being
granted to settle the overdues of existing loans given to the same
parties.
EROS INTERNATIONAL MEDIA LIMITED 41
STANDALONE FINANCIAL STATEMENTS
(f) The Company has granted loans or advances in the nature of
loans either repayable on demand or without specifying any
terms or period of repayment. Details of the same are as below:
(v)
In our opinion, the Company has not accepted any deposits or
amounts which are deemed to be deposits. Accordingly, reporting
under clause (v) of paragraph 3 of the Order is not applicable.
Amount in lakhs (`)
All
parties
Promoters Related
Parties
(vi) The Central Government has not prescribed the maintenance of cost
records for any of the products of the Company under sub-section
(1) of section 148 of the Act and the rules framed there under.
Particulars
Aggregate amount of
loans/advances in
nature of loan
- Repayable on
demand (A)
- Agreement does not
specify any terms or
period of repayment (B)
Total (A+B)
Percentage of loans/
advances in nature of
loan to the total loans
131
Nil
Nil
Nil
40
Nil
131
Nil
40
12%
Nil
4%
(vii) (a) The Company is not regular in depositing with appropriate
authorities, undisputed statutory dues including Goods and
Services tax (GST), provident fund, employees' state insurance,
income-tax, sales-tax, service tax, duty of customs, duty of
excise, value added tax, cess and any other material statutory
dues applicable to it, and there have been serious delays in a
large number of cases. During the year 2017-18, sales tax, value
added tax, service tax and duty of excise subsumed in GST and
are accordingly reported under GST
AND
No undisputed amounts payable in respect of provident fund,
employees' state insurance, income tax, GST, customs duty,
cess and any other material statutory dues applicable to it, were
outstanding, at the year end, for a period of more than six months
from the date they became payable, except as follows:
(iv) The Company has complied with the provisions of sections 185 and
186 of the Act in respect of grant of loans, making investments and
providing guarantees and securities, as applicable.
Statement of Arrears of Statutory Dues Outstanding for More than Six
Name of the statute
Nature of
the dues
Amount
` in lakhs
Period to
which the
amount relates
Due Date
Date of
Payment
Employee’s State Insurance Act, 1948
Employee State Insurance
0 (Rs.775)
FY 2022-23
21st of next month
Goods and Service Tax Act, 2017 (GST)
Interest on GST
Interest on GST
Interest on GST
Interest on GST
Interest on GST
Interest on GST
Income Tax Act, 1961
Tax deducted at source (TDS)
Income Tax Act, 1961
Interest on TDS
Income-tax
Interest on Income-tax
Income-tax
Interest on Income-tax
Income-tax
Interest on Income-tax
Income-tax
Interest on Income-tax
69
204
54
7
12
345
359
391
115
762
18
1647
26
221
3446
3465
FY 2017-18
FY 2018-19
FY 2019-20
FY 2020-21
FY 2021-22
FY 2022-23
Various dates
Various dates
Various dates
Various dates
Various dates
Various dates
FY 2022-23
7th of next month
FY 2022-23
Various dates
AY-2016-17
AY-2016-17
AY-2017-18
AY-2017-18
AY-2018-19
AY-2018-19
AY-2019-20
AY-2019-20
31-03-2016
31-03-2016
31-03-2017
31-03-2017
31-03-2018
31-03-2018
31-03-2019
31-03-2019
Unpaid
Unpaid
Unpaid
Unpaid
Unpaid
Unpaid
Unpaid
Unpaid
Unpaid
Unpaid
Unpaid
Unpaid
Unpaid
Unpaid
Unpaid
Unpaid
Unpaid
The dues outstanding with respect to provident fund, employees’ state insurance, income tax, GST, sales tax, service tax, value added tax, customs duty,
excise duty and cess, on account of any dispute, are as follows:
Name of the statute
Finance Act, 1994
Service Tax,
Penalties and Interest
Reversal of CENVAT Credit
Non/Short Levy on Imports
42
ANNUAL REPORT 2022-23
Nature of
the dues
Amount
` in lakhs
Period to
which the
amount relates
(`in Lakhs)
Forum where
dispute is pending
30,149
13,331
395
69
From FY 2009-10 to
FY 2013-14
From FY 2014-15 to
June 2017
From FY 2013-14 to
June 2017
From FY 2013-14 to
FY 2015-16
Customs Excise and Service Tax
Appellate Tribunal
Office of Commissioner of CGST/
Central Excise
Office of Commissioner of CGST/
Central Excise
Office of Commissioner of CGST/
Central Excise
|
CORPORATE OVERVIEW MANAGEMENT REPORT
| FINANCIAL MANAGEMENT
Nature of
the dues
Amount
` in lakhs
Period to
which the
amount relates
(`in Lakhs)
Forum where
dispute is pending
5
60
3
9
37
1401
AY-2014-15
Jurisdictional AO
Various AY From 2012-13
to AY-2016-17
AY-2003-04 and AY-2004-05
AY-2017-18 to AY-2019-20
CIT(A)
CIT(A)
CIT(A)
AY - 2004-05
Bombay High Court
Various Years From
FY 2005-06 to FY 2016-17
Joint Commissioner of sales tax
(Appeals)
Name of the statute
Income Tax Act, 1961
Income Tax
Maharashtra Value
Added Tax, 2002/
Central Sales Tax
Sales Tax
(viii) We have not come across any transaction(s) which were previously
not recorded in the books of account of the Company that have been
surrendered or disclosed as income during the year in the tax
assessments under the Income Tax Act, 1961.
(ix)
(a) The Company has not defaulted in repayment of loans or other
borrowings or in the payment of interest thereon to any lender,
except for the details given below:
(`in Lakhs)
Name of lender
Amount not paid
on due date *
Whether principal
or interest
No of days delay
or unpaid
Nature of Borrowing including
debt securities
Funded Interest Term Loan ("FITL")
Working Capital Term Loan
Bank of Baroda
Indian Overseas Bank
State bank of India
IDBI Bank
Bank of Baroda
Indian Overseas Bank
State Bank of India
IDBI Bank
Punjab National Bank
Union Bank of India
120
78
39
142
71
131
595
297
418
209
153
76
404
404
230
115
157
79
36
36
5
2
9
5
Principal
Principal
Principal
Principal
Principal
Principal
Principal
Principal
Principal
Principal
Principal
Principal
Principal
Principal
Principal
Principal
Principal
Principal
Principal
Principal
Principal
Principal
Principal
Principal
1-30 days
1-30 days
30-45 days
1-30 days
30-45 days
30-45 days
1-30 days
30-45 days
1-30 days
30-45 days
1-30 days
30-45 days
1-30 days
30-45 days
1-30 days
30-45 days
1-30 days
30-45 days
1-30 days
30-45 days
1-30 days
30-45 days
1-30 days
30-45 days
Term Loan
IDBI Bank
Punjab National Bank
Union Bank of India
* Paid as on the date of Balance sheet date
(b) The Company has not been declared wilful defaulter by any bank
or financial institution or government or any government
authority.
paragraph 3 of the Order with respect to funds raised on short-
term basis used for long-term purposes by the Company is not
applicable.
(c) The Company did not obtain any money by way of term loans
during the year. Accordingly, reporting under clause (ix)(c) of
paragraph 3 of the Order with respect to utilisation of money
obtained by way of term loan during the year for the purpose
which they were obtained is not applicable.
(e) On an overall examination of the standalone Ind AS financial
statements of the Company, the Company has not taken any
funds from any entity or person on account of or to meet the
obligations of its subsidiaries and associates as defined under
the Act.
(d) The Company did not obtain any money by way of term loans
during the year. Accordingly, reporting under clause (ix)(d) of
(f) The Company has not raised loans during the year on the pledge
of securities held in its subsidiaries and associates as defined
under the Act.
EROS INTERNATIONAL MEDIA LIMITED 43
STANDALONE FINANCIAL STATEMENTS
(x)
(a) The Company has not raised money by way of initial public issue
offer / further public offer (including debt instruments) during the
year. Therefore, reporting under clause (x)(a) of paragraph 3 of
the Order is not applicable.
(b) The Company has not made any preferential allotment or private
placement of shares or convertible debentures (fully, partially or
optionally convertible) during the year. Therefore, reporting under
clause (x)(b) of paragraph 3 of the Order is not applicable.
(xi)
(a) During the course of our examination of the books and records of
the Company, carried out in accordance with the generally
accepted auditing practices in India, and according to the
information and explanations given to us, we have neither come
across any instance of fraud by the Company nor any fraud on
the Company has been noticed or reported during the year, nor
have we been
instance by the
informed of any such
management.
(b) No report under section 143(12) of the Act has been filed with the
Central Government by the auditors of the Company in Form
ADT-4 as prescribed under Rule 13 of Companies (Audit and
Auditors) Rules, 2014, during the year or upto the date of this
report.
(c) There are no whistle blower complaints received by the Company
during the year and upto the date of this report.
(xii) In our opinion, the Company is not a Nidhi Company. Therefore,
reporting under clause (xii) of paragraph 3 of the Order is not
applicable.
(xiii) All transactions entered into by the Company with the related parties
are in compliance with sections 177 and 188 of the Act, where
applicable and the details have been disclosed in the standalone Ind
AS financial statements as required by the applicable accounting
standards.
(xiv) (a) In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
(b) We have considered the Internal Audit Reports of the Company
issued till date, for the period under audit.
(b) The Company is not a Core Investment Company (CIC) as
defined in Core Investment Companies (Reserve Bank)
Directions, 2016 ("Directions") by the Reserve Bank of India.
Accordingly, reporting under clause (xvi)(c) and (d) of
paragraph 3 of the Order are not applicable.
(c) As informed by the Company, the Group to which the Company
belongs has no CIC as part of the Group.
(xvii) The Company has incurred cash losses for the current financial year
amounting to ` 2,569 Lakhs. However, no cash losses were
incurred in the immediately preceding financial year.
(xviii) There has been no resignation of the statutory auditors during the
year and accordingly, reporting under clause (xviii) of paragraph 3
of the Order is not applicable.
(xix) On the basis of the financial ratios, ageing and expected dates of
realisation of financial assets and payment of financial liabilities,
other information accompanying the standalone Ind AS financial
statements and our knowledge of the Board of Directors and
management plans and based on our examination of the evidence
supporting the assumptions, we believe that material uncertainty
exists as the Company has incurred a net losses of ` 11,331 Lakhs
for the year ended March 31, 2023 as on the date of this audit report
and due to which the Company may not be capable of meeting its
liabilities existing at the date of balance sheet as and when they fall
due within a period of one year from the balance sheet date. We,
however, state that this is not an assurance as to the future viability
of the Company. We further state that our reporting is based on the
facts up to date of the audit report. We further draw attention to
paragraph 'Material Uncertainty in relation to Going Concern' in our
main audit report of even date regarding the applicability of the
going concern assumption.
(xx) The provisions of section 135 of the Act are not applicable to the
Company. Hence, reporting under clause (xx) of paragraph 3 of the
Order is not applicable.
For Haribhakti & Co. LLP
Chartered Accountants
ICAI Firm Registration No.103523W / W100048
(xv) The Company has not entered into any non-cash transactions with its
directors or persons connected with them during the year and hence,
provisions of section 192 of the Act are not applicable to the
Company.
Sumant Sakhardande
Partner
Membership No. 034828
UDIN: 23034828BGWUES9098
(xvi) (a) The Company is not required to be registered under section 45-
IA of the Reserve Bank of India Act, 1934. Therefore, reporting
under clause (xvi)(a) and (b) of paragraph 3 of the Order are not
applicable.
Place: Mumbai
Date: May 29, 2023
44
ANNUAL REPORT 2022-23
|
CORPORATE OVERVIEW MANAGEMENT REPORT
| FINANCIAL MANAGEMENT
ANNEXURE "2" TO INDEPENDENT AUDITORS' REPORT ON THE STANDALONE
FINANCIAL STATEMENTS OF EROS INTERNATIONAL MEDIA LIMITED
[Referred to in paragraph 2(i) under 'Report on Other Legal and
Regulatory Requirements' section in our Independent Auditor's
Report of even date to the members of Eros International Media
Limited on the standalone Ind AS financial statements for the year
ended March 31, 2023]
Report on the Internal Financial Controls with reference to
Financial Statements under clause (i) of sub-section 3 of section
143 of the Companies Act, 2013 ("the Act")
We have audited the internal financial controls with reference to financial
statements of Eros International Media Limited ("the Company") as of
March 31, 2023 in conjunction with our audit of the standalone Ind AS
financial statements of the Company for the year ended on that date.
Management's Responsibility for Internal Financial Controls
The Company's management is responsible for establishing and
maintaining internal financial controls based on the internal control with
reference to financial statements criteria established by the Company
considering the essential components of internal control stated in the
Guidance Note on Audit of Internal Financial Controls Over Financial
Reporting (the "Guidance Note") issued by the Institute of Chartered
Accountants of India ("ICAI"). These responsibilities include the design,
implementation and maintenance of adequate internal financial controls
that were operating effectively for ensuring the orderly and efficient
conduct of its business, including adherence to Company's policies, the
safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records, and
the timely preparation of reliable financial information, as required under
the Act.
Auditors' Responsibility
Our responsibility is to express an opinion on the Company's internal
financial controls with reference to financial statements based on our
audit. We conducted our audit in accordance with the Guidance Note and
the Standards on Auditing specified under section 143(10) of the Act to
the extent applicable to an audit of internal financial controls, both issued
by the ICAI. Those Standards and the Guidance Note require that we
comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether adequate internal financial controls
with reference to financial statements was established and maintained
and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about
the adequacy of the internal financial controls with reference to financial
statements and their operating effectiveness.
Our audit of internal financial controls with reference to financial
statements included obtaining an understanding of internal financial
controls with reference to financial statements, assessing the risk that a
material weakness exists, and testing and evaluating the design and
operating effectiveness of internal controls based on the assessed risk.
The procedures selected depend on the auditor's judgement, including
the assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the Company's
internal financial controls with reference to financial statements.
Meaning of Internal Financial Controls with reference to Financial
Statements
A company's internal financial control with reference to financial
statements is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally
accepted accounting principles. A company's internal financial control
with reference to financial statements includes those policies and
procedures that (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of
the company are being made only in accordance with authorisations of
management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorised
acquisition, use, or disposition of the company's assets that could have a
material effect on the financial statements.
Inherent Limitations of Internal Financial Controls with reference
to Financial Statements
Because of the inherent limitations of internal financial controls with
reference to financial statements, including the possibility of collusion or
improper management override of controls, material misstatements due
to error or fraud may occur and not be detected. Also, projections of any
evaluation of the internal financial controls with reference to financial
statements to future periods are subject to the risk that the internal
financial controls with reference to financial statements may become
inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
Qualified opinion
According to the information and explanations given to us and based on
our audit, the following material weakness has been identified as at March
31, 2023:
The Company lacks sufficient internal controls regarding advances
provided for content development that has been in production for a
significant duration. There is a need to enhance controls for evaluating
ongoing development or exploring alternative options; otherwise, there is
a risk that the advances may not be recovered and will need to be written
off in the future.
A 'material weakness' is a deficiency, or a combination of deficiencies, in
internal financial controls with reference to financial statements, such that
there is a reasonable possibility that a material misstatement of the
company's annual or interim financial statements will not be prevented or
detected on a timely basis.
In our opinion, except for the possible effects of the material weakness
described above on the achievement of the objectives of the control
criteria, the Company has maintained, in all material respects, adequate
internal financial controls with reference to financial statements and such
internal financial controls with reference to financial statements were
operating effectively as of March 31, 2023, based on the internal control
with reference to financial statements criteria established by the Company
considering the essential components of internal control stated in the
Guidance Note issued by the ICAI.
We have considered the material weakness identified and reported above
in determining the nature, timing, and extent of audit tests applied in our
audit of the March 31, 2023 standalone Ind AS financial statements of the
Company and the material weakness do not affect our opinion on the
standalone Ind AS financial statements of the Company.
For Haribhakti & Co. LLP
Chartered Accountants
ICAI Firm Registration No.103523W / W100048
Sumant Sakhardande
Partner
Membership No. 034828
UDIN: 23034828BGWUES9098
Place: Mumbai
Date: May 29, 2023
EROS INTERNATIONAL MEDIA LIMITED 45
STANDALONE FINANCIAL STATEMENTS
Balance Sheet
as at 31 March 2023
Particulars
Intangible assets under development
Film rights
Assets
Non-current assets
Property, plant and equipment
Intangible assets
a) Content advances
b)
c) Other intangible assets
d)
Financial assets
Investments
a)
Loans
b)
c)
Restricted bank deposits
d) Other financial assets
Other non-current assets
Total non-current assets
Current assets
Inventories
Financial assets
a)
b) Cash and cash equivalents
Restricted bank deposits
c)
d)
Loans and advances
e) Other financial assets
Other current assets
Total current assets
Total assets
Equity and Liabilities
Equity
Equity share capital
Other equity
Total equity
Liabilities
Non-current liabilities
Financial liabilities
a)
b)
Trade receivables
Borrowings
Trade payables
i)
ii)
Lease liabilities
c)
d) Other financial liabilities
Employee benefit obligations
Deferred tax liabilities
Other non-current liabilities
Total non-current liabilities
Current liabilities
Financial liabilities
a)
b)
c)
Borrowings
Acceptances
Trade payables
i)
ii)
Lease liabilities
d)
e) Other financial liabilities
Employee benefit obligations
Other current liabilities
Current tax liabilities
Total current liabilities
Total liabilities
Total equity and liabilities
Total outstanding dues of micro and small enterprises
Total outstanding dues of creditors other than micro and small enterprises
Total outstanding dues of micro and small enterprises
Total outstanding dues of creditors other than micro and small enterprises
Amount ` in lakhs
Notes
Year ended
31 March 2023
Year ended
31 March 2022
3
4
4
4
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
52
21
22
23
24
25
25
52
26
27
28
29
2,457
20,996
11,948
20
-
4,489
295
1
82
178
40,466
859
72,317
7,607
88
778
1,780
291
83,720
1,24,186
9,591
573
10,164
1,500
-
24,324
0
25
259
-
10,548
36,656
23,945
-
142
32,409
-
5,187
174
12,188
3,322
77,366
1,14,023
1,24,186
4,154
29,790
19,237
54
321
4,492
545
1
278
6,596
65,468
850
62,336
152
535
614
2813
513
67,811
1,33,279
9,588
11,888
21,476
6,124
-
19,082
1,108
25
243
-
8,638
35,220
46,885
-
56
9,734
541
2,793
227
9,584
6,763
76,583
1,11,803
1,33,279
Notes 1 to 62 form an integral part of these standalone financial statements
As per our report of even date
For Haribhakti & Co LLP
Chartered Accountants
Firm Registration No.: 103523W/W100048
Sumant Sakhardande
Partner
Membership No: 034828
Place: Mumbai
Date : May 29 2023
46
ANNUAL REPORT 2022-23
For and on behalf of Board of Directors
Sunil Lulla
Executive Vice Chairman &
Managing Director
(DIN: 00243191)
Rajesh Chalke
Chief Financial Officer
Pradeep Dwivedi
Executive Director and
Chief Executive Officer
(DIN: 07780146)
Vijay Thaker
Vice President - Company Secretary
and Compliance Officer
Date : May 29 2023
Date : May 29 2023
|
CORPORATE OVERVIEW MANAGEMENT REPORT
| FINANCIAL MANAGEMENT
Statement of Profit and Loss
for the year ended 31 March 2023
Particulars
Revenue
Revenue from operations (net)
Other income
Total revenue
Expenses
Film right costs including amortization costs
Changes in inventories of film rights
Employee benefits expense
Finance costs (net)
Depreciation and amortisation expense
Other expenses
Total expenses
Profit/(Loss) before tax
Tax expense
Current tax
Deferred tax
Short/(excess) provision of earlier years
Profit/(Loss) after tax for the year
Other comprehensive income
(i)
Items that will not be reclassified to profit or loss
Remeasurement gain/(loss) on defined benefit plan
Income tax effect (net)
Total comprehensive income for the year
Earnings per share
Basic (in `) (nominal value ` 10)
Diluted (in `) (nominal value ` 10)
Amount ` in lakhs
Notes
Year ended
31 March 2023
Year ended
31 March 2022
30
31
32
33
34
35
36
37
38
42,958
2,184
45,142
32,395
(9)
2,752
6,996
229
14,110
56,473
(11,331)
-
-
-
21,868
3,893
25,761
10,391
-
3,227
5,635
312
5,836
25,401
360
-
-
-
(11,331)
360
17
-
(11,315)
(11.81)
(11.81)
10
-
370
0.38
0.38
Notes 1 to 62 form an integral part of these standalone financial statements
As per our report of even date
For Haribhakti & Co LLP
Chartered Accountants
Firm Registration No.: 103523W/W100048
Sumant Sakhardande
Partner
Membership No: 034828
Place: Mumbai
Date : May 29 2023
For and on behalf of Board of Directors
Sunil Lulla
Executive Vice Chairman &
Managing Director
(DIN: 00243191)
Rajesh Chalke
Chief Financial Officer
Pradeep Dwivedi
Executive Director and
Chief Executive Officer
(DIN: 07780146)
Vijay Thaker
Vice President - Company Secretary
and Compliance Officer
Date : May 29 2023
Date : May 29 2023
EROS INTERNATIONAL MEDIA LIMITED 47
STANDALONE FINANCIAL STATEMENTS
Statement of Changes in Equity
As at 31 March 2023
A. Equity share capital
Balance as at 31 March 2021
Add: Issued on exercise of employee share options
Balance as at 31 March 2022
Add: Issued on exercise of employee share options
Balance as at 31 March 2023
B. Other equity
Particulars
Number
9,58,64,818
20,054
9,58,84,872
29,247
9,59,14,119
Amounts ` in lakhs
9,587
2
9,589
3
9,592
Share
Premium
Account
General
Reserves
Share Options
Outstanding
Retained
Earnings
Amounts ` in lakhs
Other
comprehensive
income / (loss)
Total other
equity
Balance as at 31 March 2021
42,228
526
862
(32,264)
166
11,518
Profit/(loss) for the year
Acturial gain / (loss) on employee benefit plans
through OCI
Total Comprehensive income/ (loss) for the year
Transfer from/to share option outstanding account
Employee stock option compensation expense
-
-
-
36
-
-
-
-
-
-
-
-
-
-
(36)
360
-
360
-
-
-
360
10
10
-
-
10
370
36
(36)
Balance as at 31 March 2022
42,264
526
826
(31,904)
176
11,888
Profit/(loss) for the year
Acturial gain / (loss) on employee benefit plans
through OCI
Total Comprehensive income/ (loss) for the year
Transfer from/to share option outstanding account
Employee stock option compensation expense
-
-
-
55
-
-
-
-
-
-
-
(11,331)
-
(11,332)
-
-
-
(11,331)
(55)
-
-
-
17
17
-
-
17
(11,315)
-
-
Balance as at 31 March 2023
42,319
526
771
(43,235)
193
573
As per our report of even date
For Haribhakti & Co LLP
Chartered Accountants
Firm Registration No.: 103523W/W100048
Sumant Sakhardande
Partner
Membership No: 034828
Place: Mumbai
Date : May 29 2023
For and on behalf of Board of Directors
Sunil Lulla
Executive Vice Chairman &
Managing Director
(DIN: 00243191)
Rajesh Chalke
Chief Financial Officer
Pradeep Dwivedi
Executive Director and
Chief Executive Officer
(DIN: 07780146)
Vijay Thaker
Vice President - Company Secretary
and Compliance Officer
Date : May 29 2023
Date : May 29 2023
48
ANNUAL REPORT 2022-23
|
CORPORATE OVERVIEW MANAGEMENT REPORT
| FINANCIAL MANAGEMENT
Cash Flow Statement
for the year ended 31 March 2023
Particulars
Cash flow from operating activities
Profit/(loss) before tax
Non-cash adjustments to reconcile Profit before tax to net cash flows
Depreciation and amortisation
Bad debts and trade receivables written off
Sundry balances written back
Content advances written off
Provision/(Reversal of provision) for doubtful advances
Reversal of Provision of Impairment of Content advance
Unwinding of interest on expected credit loss
Finance costs
Interest income
Gratuity
(Gain) on sale of tangible assets (net)
Impairment loss on Investment
Expense on employee stock option scheme
Unrealised foreign exchange gain
Impairment of Film Rights & Content Advance
Operating profit before working capital changes
Movements in working capital:
(Decrease) in current liabilities
Increase/(Decrease) in other financial liabilities
Increase/(Decrease) in trade payables
(Decrease) in employee benefit obligations
Decrease in inventories
(Increase)/Decrease in trade receivables
(Increase)/Decrease in other current assets
(Increase) /Decrease in other non- current assets
(Increase)/Decrease in short-term loans and advances
(Increase)/Decrease in other financial assets
Cash generated from operations
Taxes paid (net)
Net cash generated from operating activities (A)
Cash flow from investing activities
Purchase of tangible assets
Purchase of intangible film rights and related content
Deposits with banks (net)
Proceeds from sale of fixed assets
Interest income
Proceeds from sale of Investment
Net cash used in investing activities (B)
Amount ` in lakhs
Notes
Year ended
31 March 2023
Year ended
31 March 2022
(11,331)
360
6,942
76
(168)
2
10,237
-
-
7,010
(13)
42
(5)
3
-
-
575
13,370
4,514
2,651
28,011
(79)
(9)
(8,711)
222
6,419
86
(1,582)
44,893
(3,444)
41,449
(3)
318
447
14
59
(0)
835
8,890
2
(1,546)
-
4,036
(1,172)
-
5,672
(37)
53
-
10
-
(25)
-
16,243
7,588
398
4,890
162
-
(18,267)
(403)
37
224
(2)
10,870
(953)
9,917
(32)
(2,609)
2,317
5
79
-
(240)
EROS INTERNATIONAL MEDIA LIMITED 49
STANDALONE FINANCIAL STATEMENTS
Cash Flow Statement
for the year ended 31 March 2023
Particulars
Cash flows from financing activities
Proceeds from issue of equity shares (net)
Repayment of long-term borrowings
Proceeds from long-term borrowings
Change in short-term borrowings
Finance charges (net)
Net cash flow from / (used ) in financing activities (C)
Net Increase/(decrease) in cash and cash equivalents (A + B + C)
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year (refer note 12)
*amount represents less than ` one lakh
Amount ` in lakhs
Notes
Year ended
31 March 2023
Year ended
31 March 2022
3
(11,248)
971
(17,287)
(7,268)
(34,829)
7,455
152
7,607
2
(3,121)
1,500
(2,881)
(5,899)
(10,400)
(722)
874
152
Change in liability arising from financing activities :-
Particulars
As on 31 March 2021
Cash Flows
Adjustments
As on 31 March 2022
Cash Flows
Adjustments
As on 31 March 2023
Non current
borrowings
Current
borrowing
Amount ` in lakhs
Acceptances
Total
6,403
(1,621)
7,967
12,748
(10,277)
-
2,471
49,696
(2,881)
(6,555)
40,261
(17,287)
-
22,974
1,400
-
(1,400)
-
-
-
-
57,499
(4,502)
13
53,009
(27,564)
-
25,445
Notes 1 to 62 form an integral part of these standalone financial statements
As per our report of even date
For Haribhakti & Co LLP
Chartered Accountants
Firm Registration No.: 103523W/W100048
Sumant Sakhardande
Partner
Membership No: 034828
Place: Mumbai
Date : May 29 2023
For and on behalf of Board of Directors
Sunil Lulla
Executive Vice Chairman &
Managing Director
(DIN: 00243191)
Rajesh Chalke
Chief Financial Officer
Pradeep Dwivedi
Executive Director and
Chief Executive Officer
(DIN: 07780146)
Vijay Thaker
Vice President - Company Secretary
and Compliance Officer
Date : May 29 2023
Date : May 29 2023
50
ANNUAL REPORT 2022-23
|
CORPORATE OVERVIEW MANAGEMENT REPORT
| FINANCIAL MANAGEMENT
Summary of Significant Accounting Policies
and explanatory notes to the standalone financial statements
Corporate Information
Eros International Media Limited (the 'Company') was incorporated in
India, under the Companies Act, 1956. The Company is a global player
within the Indian media and entertainment industry and is primarily
engaged in the business of film production, exploitation and distribution.
It operates on a vertically integrated studio model controlling content as
well as distribution and exploitation across multiple formats globally,
including cinema, digital, home entertainment and television syndication.
Its shares are listed on leading stock exchanges in India (BSE Scrip
Code: 533261; NSE Scrip Code: EROSMEDIA).
These separate financial statements were authorised for issue in
accordance with a resolution passed in the Board of Directors meeting
held on 29 May 2023.
Statement of compliance
These financial statements have been prepared in accordance with the
Indian Accounting Standards (referred to as "Ind AS") as prescribed
under section 133 of the Companies Act, 2013 read with Companies
(Indian Accounting Standards) Rules as amended from time to time.
Basis of preparation
The financial statements have been prepared on accrual basis of
accounting using historical cost basis, except certain investment,
Employee Stock Option Plan ('ESOP') Compensation and forward
contracts are measured at fair value.
All assets and liabilities have been classified as current or non-current as
per the Company's normal operating cycle and other criteria set out in the
Schedule III to the Act. The Company considers 12 months to be its
normal operating cycle.
All values are rounded to the nearest rupees in Lakhs, except where
otherwise indicated. Amount in zero (0) represents amount below One (1)
lakh.
1.
a.
Significant accounting policies
Revenue recognition
Revenue from contracts are recognized only when the contract has
been approved by the parties to the contract and creates
enforceable rights and obligations.
Revenue is recognized upon transfer of control of promised
products or services to customers in an amount that reflects the
consideration which the Company expects to receive in exchange
for those products or services. Revenue do not include the taxes
collected from the customer on behalf of taxing authorities. To
ensure collectability of such consideration and financial stability of
the counterparty, the Company performs certain standard Know
Your Client (KYC) procedures based on their locations and
evaluates trend of past collection.
Revenue is measured based on the transaction price, which is the
consideration, adjusted for any discounts and incentives, if any, as
specified in the contract with the customer. In case of variable
consideration, the Company estimates, at the contract inception,
the amount to be received using the "most likely amount" approach,
or the "expected value" approach, as appropriate. This amount is
then included in the Company's estimate of the transaction price
only if it is highly probable that a significant reversal of revenue will
not occur once any uncertainty associated with the variable
consideration is resolved. In making this assessment the Company
considers its historical performance on similar contracts.
The Company recognises contract liabilities for consideration
received in respect of unsatisfied performance obligations and
reports these amounts as deferred revenue under other current
liabilities in the statement of financial position (see Note 28).
Similarly, if the Company satisfies a performance obligation before
it receives the consideration, the Company recognises either a
contract asset or a receivable in its balance sheet , depending on
whether something other than the passage of time is required
before the consideration is due.
Consideration is generally due upon satisfaction of performance
obligations and a receivable is recognised when it becomes
unconditional. Generally, the credit period varies between 0-180
days from the shipment or delivery of goods or services as the case
may be.
The transaction price, being the amount to which the Company
expects to be entitled and has rights to under the contract is
allocated to the identified performance obligations. The transaction
price will also include an estimate of any variable consideration
where the Company's performance may result in additional
revenues based on the achievement of agreed targets.
The Company does not expect to have any contracts where the
period between the transfer of the promised goods or services to
the customer and payment by the customer exceeds one year. As a
consequence, the Company does not adjust any of the transaction
prices for the time value of money.
The Company disaggregates revenue
customers by geography and nature of services.
from contracts with
The following additional criteria apply in respect of various revenue
streams within filmed entertainment:
Theatrical - Contracted minimum guarantees are recognized on the
theatrical release date. The Company's share of box office receipts
in excess of the minimum guarantee is recognized at the point they
are notified to the Company.
Television - In arrangements for television syndication, license fees
received in advance which do not meet the revenue recognition
criteria, including commencement of the availability for broadcast
under the terms of the related licensing agreement, are included in
contract liability until the criteria for recognition is met. Revenues
from television licensing arrangements are recognized when the
feature film or television program is delivered and the period for the
exploitation of rights has begun.
Other - DVD, CD and video distribution revenue is recognized on
the date the product is delivered or if licensed in line with the above
criteria. Provision is made for physical returns where applicable.
Digital and ancillary media revenues are recognized at the earlier of
when the content is accessed or declared. Visual effects,
production and other fees for services rendered by the Company
and overhead recharges are recognized in the period in which they
are earned and in certain cases, the stage of production is used to
determine the proportion recognized in the period.
Other income
Dividend income is recognised when the Company's right to
receive the payment is established, which is generally when
shareholders approve the dividend.
Interest income is recognized on a time proportion basis taking into
account the amount outstanding and the effective interest rate
applicable.
b.
Property, plant and equipment and depreciation
Property, Plant and Equipment is stated at cost, net of accumulated
EROS INTERNATIONAL MEDIA LIMITED 51
STANDALONE FINANCIAL STATEMENTS
depreciation and accumulated impairment losses, if any.
d.
Impairment of non-financial assets
The cost of Property, Plant and Equipment comprises of its
purchase price or construction cost, any costs directly attributable
to bringing the asset into the location and condition necessary for it
to be capable of operating in the manner intended by management,
the initial estimate of any decommissioning obligation, if any, and
borrowing costs for assets that necessarily take a substantial
period of time to get ready for their intended use. Subsequent costs
are included in the asset's carrying amount or recognised as a
separate asset, as appropriate, only when it is probable that future
economic benefits associated with the item will flow to the
Company and the cost of the item can be measured reliably.
Capital Work-in-progress (CWIP) includes expenditure that is
directly attributable to the acquisition/construction of assets, which
are yet to be commissioned.
Depreciation is provided under written down value method at the
rates and in the manner prescribed under Schedule II to the
Companies Act, 2013.The residual values, useful lives and
methods of depreciation of property, plant and equipment are
reviewed at each financial year end and adjusted prospectively, if
appropriate. Gains or losses arising from de-recognition of a
property, plant and equipment are measured as the difference
between the net disposal proceeds and the carrying amount of the
asset and are recognized in the Statement of Profit and Loss when
the asset is de-recognized.
c.
Intangible assets
Intangible assets acquired by the Company are stated at cost less
accumulated amortization less impairment loss, if any, (film
production cost and content advances are transferred to film and
content rights at the point at which content is first exploited).
Investments in films and associated rights, including acquired
rights and distribution advances in respect of completed films, are
stated at cost less amortization less provision for impairment. Costs
include production costs, overhead and capitalized interest costs
net of any amounts received from third party investors. A charge is
made to write down the cost of completed rights over the estimated
useful lives, writing off more in year one which recognizes initial
income flows and then the balance over a period of up to nine years,
except where the asset is not yet available for exploitation. The
average life of the assets is the lesser of 10 years or the remaining
life of the content rights. The amortization charge is recognized in
the statement of profit and loss within cost of sales. The
determination of useful life is based upon Management's judgment
and includes assumptions on the timing and future estimated
revenues to be generated by these assets, which are summarized
in Note 4.
Intangible assets comprising film scripts and related costs are
stated at cost less amortization less provision for impairment. The
script costs are amortized over a period of 3 years on a straight-line
basis and the amortization charge is recognized in the statement of
profit and loss within cost of sales. The determination of useful life is
based upon Management's estimate of the period over which the
Company explores the possibility of making films using the script.
Other intangible assets, which comprise internally generated and
acquired software used within the Entity's digital, home
entertainment and internal accounting activities, are stated at cost
less amortization less provision for impairment. A charge is made to
write down the cost of software over the estimated useful lives
except where the software is not yet available for use. The average
life of the software is the lesser of 3 years or the remaining life of the
software. The amortization charge is recognized in the statement of
profit and loss.
52
ANNUAL REPORT 2022-23
At each reporting date, for the purposes of assessing impairment,
assets are grouped at the lowest levels for which there are
separately identifiable cash flows (cash generating units). As a
result, some assets are tested individually for impairment and some
are tested at the cash generating unit level. All individual assets or
cash generating units are tested for impairment whenever events or
changes in circumstances both internal and external indicate that
the carrying amount may not be recoverable.
An impairment loss is recognised wherever the carrying amount of
an asset exceeds its recoverable amount which represents the
greater of the net selling price of assets and their 'value in use'.
In assessing value in use, the estimated future cash flows are
discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and
the risks specific to the asset. In determining fair value less costs of
disposal, recent market transactions are taken into account. If no
such transactions can be identified, an appropriate valuation model
is used. These calculations are corroborated by valuation multiples,
quoted share prices for publicly traded companies or other
available fair value indicators.
Film and content rights are stated at the lower of unamortized cost
and estimated recoverable amounts. In accordance with Ind AS 36
Impairment of Assets, film content costs are assessed for
indication of impairment on a library basis as the nature of the
Company's business, the contracts it has in place and the markets
it operates in do not yet make an ongoing individual film evaluation
feasible with reasonable certainty. Impairment losses on content
advances are recognized when film production does not seem
viable and refund of the advance is not probable. Irrespective of
existence of indicators of impairment, company makes provision
on Content Advances in accordance with the provisioning policy,
such that, unadjusted advances are provided over a period of 3 to 5
years.
All assets are subsequently reassessed for indications that an
impairment loss previously recognized may no longer exist.
e.
Borrowing costs
The Company is capitalising borrowing costs that are directly
attributable to the acquisition or construction of qualifying assets.
Qualifying assets are assets that necessarily take a substantial
period of time to get ready for their intended use or sale.
Borrowings are recognised initially at fair value, net of transaction
costs incurred. Borrowings are subsequently stated at amortized
costs with any difference between the proceeds (net of transaction
costs) and the redemption value recognised in the income
statement within Finance costs over the period of the borrowings
using the effective interest method. Finance costs in respect of film
productions and other assets which take a substantial period of
time to get ready for use or for exploitation are capitalized as part of
the assets. All other borrowing costs are recognized as expense in
the period in which they are incurred and charged to the Statement
of Profit and Loss.
Borrowings are classified as current liabilities unless the Company
has an unconditional right to defer settlement of the liability for at
least 12 months after the balance sheet date.
f.
Impairment of financial assets
In accordance with Ind AS 109, the Company applies expected
credit loss (ECL) model for measurement and recognition of
impairment loss on risk exposure arising from financial assets like
debt
trade
instruments measured at amortized cost e.g.,
receivables and deposits.
The Company follows 'simplified approach' for recognition of
impairment loss allowance on Trade receivables or contract
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revenue receivables. The application of simplified approach does
not require the Company to track changes in credit risk. Rather, it
recognises impairment loss allowance based on lifetime ECLs at
each reporting date, right from its initial recognition.
For recognition of impairment loss on other financial assets and risk
exposure, the Company determines that whether there has been a
significant increase in the credit risk since initial recognition. If credit
risk has not increased significantly, 12-month ECL is used to
provide for impairment loss. However, if credit risk has increased
significantly, lifetime ECL is used. If, in a subsequent period, credit
quality of the instrument improves such that there is no longer a
significant increase in credit risk since initial recognition, then the
entity reverts to recognising impairment loss allowance based on
12-month ECL.
Lifetime ECL are the expected credit losses resulting from all
possible default events over the expected life of a financial
instrument. The 12-month ECL is a portion of the lifetime ECL which
results from default events that are possible within 12 months after
the reporting date.
ECL is the difference between all contractual cash flows that are
due to the Company in accordance with the contract and all the
cash flows that the entity expects to receive (i.e., all cash shortfalls),
discounted at the original EIR. When estimating the cash flows, an
entity is required to consider all contractual terms of the financial
instrument (including prepayment, extension, call and similar
options) over the expected life of the financial instrument. However,
in rare cases when the expected life of the financial instrument
cannot be estimated reliably, then the entity is required to use the
remaining contractual term of the financial instrument.
ECL impairment loss allowance (or reversal) recognized during the
period is recognized as income/ expense in the statement of profit
and loss (P&L). This amount is reflected under the head 'Other
income or other expenses' in the P&L.
For assessing increase in credit risk and impairment loss, the
Company combines financial instruments on the basis of shared
credit risk characteristics with the objective of facilitating an
analysis that is designed to enable significant increases in credit
risk to be identified on a timely basis.
g.
Inventories
Inventories primarily comprise of music CDs and DVDs are valued
at the lower of cost and net realizable value. Cost in respect of
goods for resale is defined as all costs of purchase, costs of
conversion and other costs incurred in bringing the inventories to
their present location and condition. Cost in respect of raw
materials is purchase price.
Purchase price is assigned using a weighted average basis. Net
realisable value is the estimated selling price in the ordinary course
of business less the estimated costs of completion and the
estimated costs necessary to make the sale.
h.
Provisions, Contingent Liabilities and Contingent Assets
Provisions are recognized when the Company has a present legal
or constructive obligation as a result of a past event, it is more likely
than not that an outflow of resources will be required to settle the
obligations and can be reliably measured. Provisions are
measured at Management's best estimate of the expenditure
required to settle the obligations at the balance sheet date. If the
effect of the time value of money is material, provisions are
discounted using a current pre-tax rate that reflects, when
appropriate, the risks specific to the liability. When discounting is
used, the increase in the provision due to the passage of time is
recognised as a finance cost.
Contingent liabilities are not recognized in the financial statements
but are disclosed by way of notes to accounts unless the possibility
of an outflow of economic resources is considered remote.
Contingent assets are not recognized in financial statements.
However, the same is disclosed, where an inflow of economic
benefit is virtual.
i.
Employee Benefits
Short term employee benefits obligations
Short-term employee benefits are recognized as an expense in the
Statement of Profit and Loss for the year in which related services
are rendered.
Post-employment benefits and other long-term employee
benefits
Defined contribution plan
Provident fund & National Pension scheme: The Company's
contributions paid or payable during the year to the provident fund,
employee's state insurance corporation and National pension
scheme are recognized in the Statement of Profit and Loss. This
fund is administered by the respective Government authorities, and
the Company has no further obligation beyond making its
contribution, which is expensed in the year to which it pertains.
Defined benefit plan
Gratuity: The Company's liability towards gratuity is determined
using the projected unit credit method which considers each period
of service as giving rise to an additional unit of benefit entitlement
and measures each unit separately to build up the final obligation.
The cost for past services is recognized on a straight-line basis over
the average period until the amended benefits become vested. Re-
measurement gains and losses are recognized immediately in the
Other Comprehensive Income as income or expense and are not
reclassified to profit or loss in subsequent periods. Obligation is
measured at the present value of estimated future cash flows using
a discounted rate that is determined by reference to market yields
at the Balance Sheet date on Government bonds where the
currency and terms of the Government bonds are consistent with
the currency and estimated terms of the defined benefit obligation.
Compensated absences: Accumulated compensated absences
are expected to be availed or encashed within 12 months from the
end of the year and are treated as short-term employee benefits.
The obligation towards the same is measured at the expected cost
of accumulating compensated absences as the additional amount
expected to be paid as a result of the unused entitlement as at the
year end.
Employee stock option plan
In accordance with Ind AS 102 Share Based Payments, the fair
value of shares or options granted is recognized as personnel costs
with a corresponding increase in equity. The fair value is measured
at the grant date and spread over the period during which the
recipient becomes unconditionally entitled to payment unless
forfeited or surrendered.
The fair value of share options granted is measured using the Black
Scholes model, each taking into account the terms and conditions
upon which the grants are made. At each Balance Sheet date, the
Company revises its estimate of the number of equity instruments
expected to vest as a result of non-market based vesting
conditions. The amount recognized as an expense is adjusted to
reflect the revised estimate of the number of equity instruments that
are expected to become exercisable, with a corresponding
adjustment to equity. The Company's share option plan does not
feature any cash settlement option.
Upon exercise of share options, the proceeds received net of any
directly attributable transaction costs up to the nominal value of the
shares are allocated to equity share capital with any excess being
recorded as securities premium.
EROS INTERNATIONAL MEDIA LIMITED 53
STANDALONE FINANCIAL STATEMENTS
j.
Leases
The Company adopted Ind AS 116 'Leases' on April 1, 2019,
utilizing the modified retrospective approach, and therefore, results
for reporting periods beginning after April 1, 2019 are presented
under the new lease standard, while prior periods have not been
adjusted.
The Company as a lessee:
The Company assesses, whether the contract is, or contains, a
lease at the inception of the contract or upon the modification of a
contract. A contract is, or contains, a lease if the contract conveys
the right to control the use of an identified asset for a period of time
in exchange for consideration.
The Company at the commencement of the lease contract
recognizes a Right-of-Use (RoU) asset at cost and corresponding
lease liability, except for leases with a term of twelve months or less
(short-term leases) and leases for which the underlying asset is of
low value (low-value leases). For these short-term and low-value
leases, the Company recognizes the lease payments as an
operating expense on a straight-line basis over the term of the
lease.
The cost of the right-of-use assets comprises the amount of the
initial measurement of the lease liability, adjusted for any lease
payments made at or prior to the commencement date of the lease,
any initial direct costs incurred by the Company, any lease
incentives received and expected costs for obligations to dismantle
and remove right-of-use assets when they are no longer used.
Subsequently, the right-of-use assets is measured at cost less any
accumulated amortization and accumulated impairment losses, if
any. The right-of-use assets are amortized on a straight-line basis
from the commencement date of the lease over the shorter of the
end of the lease term or useful life of the right-of-use asset.
Right-of-use assets are assessed for impairment whenever there is
an indication that the balance sheet carrying amount may not be
recoverable using cash flow projections for the useful life.
For lease liabilities at commencement date, the Company
measures the lease liability at the present value of the future lease
payments as from the commencement date of the lease to end of
the lease term. The lease payments are discounted using the
interest rate implicit in the lease or, if not readily determinable, the
Company's incremental borrowing rate for the asset subject to the
lease in the respective markets.
Subsequently, the Company measures the lease liability by
adjusting carrying amount to reflect interest on the lease liability
and lease payments made.
The Company remeasures the lease liability (and makes a
corresponding adjustment to the related right-of-use asset)
whenever there is a change to the lease terms or expected
payments under the lease, or a modification that is not accounted
for as a separate lease
The portion of the lease payments attributable to the repayment of
lease liabilities is recognized in cash flows used in financing
activities. Also, the portion attributable to the payment of interest is
included in cash flows from financing activities. Further, Short-term
lease payments, payments for leases for which the underlying
asset is of low-value and variable lease payments not included in
the measurement of the lease liability is also included in cash flows
from operating activities.
The Company as a lessor:
In arrangements where the Company is the lessor, it determines at
lease inception whether the lease is a finance lease or an operating
lease. Leases that transfer substantially all of the risk and rewards
incidental to ownership of the underlying asset to the counterparty
54
ANNUAL REPORT 2022-23
(the lessee) are accounted for as finance leases. Leases that do not
transfer substantially all of the risks and rewards of ownership are
accounted for as operating leases. Lease payments received
under operating leases are recognized as income in the statement
of profit and loss on a straight-line basis over the lease term or
another systematic basis. The Company applies another
systematic basis if that basis is more representative of the pattern in
which benefit from the use of the underlying asset is diminished.
k.
Foreign Currency Transactions
Transactions in foreign currencies are translated at the rates of
exchange prevailing on the dates of the transactions. Monetary
assets and liabilities in foreign currencies are translated at the
prevailing rates of exchange at the balance sheet date. Non-
monetary items that are measured at historical cost in a foreign
currency are translated at the exchange rate at the date of the
transaction. Non-monetary items that are measured at fair value in
a foreign currency are translated using the exchange rates at the
date when the fair value was determined.
Any exchange differences arising on the settlement of monetary
items or on translating monetary items at rates different from those
at which they were initially recorded are recognized in the statement
of profit and loss in the period in which they arise. Non-monetary
items carried at fair value that are denominated in foreign
currencies are translated at rates prevailing at the date when the fair
value was determined. Non-monetary items that are measured in
terms of historical cost in a foreign currency are not retranslated.
The Company's functional currency and the presentation currency
is same i.e. Indian Rupee.
l.
Financial instrument
Non-derivative financial instruments
Financial assets and financial liabilities are recognized when the
Company becomes party to the contractual provisions of the
instrument.
Financial assets and liabilities are initially measured at fair value.
Transaction costs that are directly attributable to the acquisition or
issue of financial assets or liabilities (other than financial assets and
liabilities at fair value through profit and loss) are added to or
deducted from the fair value of the financial assets or financial
liabilities, as appropriate, on initial recognition. Transaction costs
directly attributable to the acquisition of financial assets or financial
liabilities at fair value through profit and loss are recognized
immediately in profit or loss. Financial assets and financial liabilities
are offset against each other and the net amount reported in the
balance sheet if, and only if, there is a currently enforceable legal
right to offset the recognized amounts and there is an intention to
settle on a net basis, or to realize the assets and settle the liabilities
simultaneously.
Financial Assets
Financial assets are divided into the following categories:
•
•
•
financial assets carried at amortized cost
financial assets at fair value through other comprehensive
income
financial assets at fair value through profit and loss?
Financial assets are assigned to the different categories by
Management on initial recognition, depending on the nature and
purpose of the financial assets. The designation of financial assets
is re-evaluated at every reporting date at which a choice of
classification or accounting treatment is available. Financial Assets
like Investments in Subsidiaries are measured at Cost as allowed
by Ind-AS 27 - Separate Financial Statements and hence are not fair
valued.
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Financial assets carried at amortized cost
The Financial asset is measures at amortized cost if both the
following conditions are met:
1.
2.
The asset is held within a business model whose objective is
to hold the assets for collecting contractual cash flows; and
Contractual terms of the financial asset give rise on specified
dates to cash flows that are solely payments of principal and
interest on the principal amount outstanding
After initial measurement, such financial assets are subsequently
measured at amortized cost using the effective interest rate (the
"EIR") method. The effective interest rate is the rate that exactly
discounts future cash receipts or payments through the expected
life of the financial instrument, or where appropriate, a shorter
period
Amortized cost is calculated by taking into account any discount or
premium on acquisition and fees or costs that are an integral part of
the EIR. The EIR amortization is included in finance income/other
income in the Statement of Profit & Loss.
In accordance with Ind AS 109: Financial Instruments, the
Company recognizes
loss allowance on trade
receivables and content advances based on historically observed
default rates. Impairment loss allowance recognized during the
year is charged to Statement of Profit and Loss.
impairment
Financial assets at fair value through other comprehensive
income
Financial assets at fair value through other comprehensive income
are non-derivative financial assets held within a business model
whose objective is achieved by both collecting contractual cash
flows and selling financial assets and the contractual terms of the
financial asset give rise on specified dates to cash flows that are
solely payments of principal and interest on the principal amount
outstanding.
Financial assets at fair value through profit or loss
A financial asset which is not classified in any of the above
categories are subsequently fair valued through profit or loss. It
includes non-derivative financial assets that are either designated
as such or do not qualify for inclusion in any of the other categories
of financial assets. Gains and losses arising from investments
classified under this category is recognized in the statement of
profit and loss when they are sold or when the investment is
impaired.
In the case of impairment, any loss previously recognized in other
comprehensive income is transferred to the statement of profit and
loss. Impairment losses recognized in the statement of profit and
loss on equity instruments are not reversed through the statement
of profit and loss. Impairment losses recognized previously on debt
securities are reversed through the statement of profit and loss
when the increase can be related objectively to an event occurring
after the impairment loss was recognized in the statement of profit
and loss.
When the Company considers that fair value of financial assets can
be reliably measured, the fair values of financial instruments that
are not traded in an active market are determined by using valuation
techniques. The Company applies its judgment to select a variety of
methods and make assumptions that are mainly based on market
conditions existing at each balance sheet date. Equity instruments
measured at fair value through profit or loss that do not have a
quoted price in an active market and whose fair value cannot be
reliably measured are measured at cost less impairment at the end
of each reporting period.
An assessment for impairment is undertaken at least at each
balance sheet date.
A financial asset is derecognized only where the contractual rights
to the cash flows from the asset expire or the financial asset is
transferred, and that transfer qualifies for derecognition. A financial
asset is transferred if the contractual rights to receive the cash flows
of the asset have been transferred or the Company retains the
contractual rights to receive the cash flows of the asset but
assumes a contractual obligation to pay the cash flows to one or
more recipients. A financial asset that is transferred qualifies for
derecognition if the Company transfers substantially all the risks
and rewards of ownership of the asset, or if the Company neither
retains nor transfers substantially all the risks and rewards of
ownership but does transfer control of that asset.
Financial liabilities
All financial liabilities are recognised initially at its fair value,
adjusted by directly attributable transaction costs.
Financial liabilities at fair value through profit or loss
Financial liabilities are classified as at fair value through profit or
loss when the financial liability is held for trading such as a
derivative, except
for a designated and effective hedging
instrument, or if upon initial recognition it is thus designated to
eliminate or significantly reduce measurement or recognition
inconsistency or it forms part of a contract containing one or more
embedded derivatives and the contract is designated as fair value
through profit or loss.
Financial liabilities at fair value through profit or loss are stated at
fair value. Any gains or losses arising of held for trading financial
liabilities are recognized in profit or loss. Such gains or losses
incorporate any interest paid and are included in the "other gains
and losses" line item.
Financial liabilities at amortized cost
initial recognition, other
After
liabilities (including
borrowing and trade and other payables) are subsequently
measured at amortized cost using the effective interest method.
financial
The effective interest method is a method of calculating the
amortized cost of a financial liability and of allocating interest
expense over the relevant period. The effective interest rate is the
rate that exactly discounts estimated future cash payments
(including all fees and points paid or received that form an integral
part of the effective interest rate, transaction costs and other
premiums or discounts) through the expected life of the financial
liability, or (where appropriate) a shorter period, to the net carrying
amount on initial recognition.
A financial liability is derecognized only when the obligation is
extinguished, that is, when the obligation is discharged or
cancelled or expires. Changes in liabilities fair value that are
reported in profit or loss are included in the statement of profit and
loss within finance costs or finance income.
Financial assets and financial liabilities are offset and the net
amount is reported in the balance sheet when, and only when, there
is a legally enforceable right to offset the recognized amount and
there is intention either to settle on net basis or to realize the assets
and to settle the liabilities simultaneously.
Equity Instrument
All equity investments in scope of Ind AS 109 are measured at fair
value. Equity instruments which are held for trading are classified as
at fair value through profit and loss with all changes recognized in
the Statement of Profit and Loss .For all other equity instruments,
the Company may make an irrevocable election to present in other
comprehensive income, the subsequent changes in the fair value.
The Company makes such election on an instrument-by-instrument
basis. If the Company decides to classify an equity instrument as at
fair value through other comprehensive income, then all fair value
changes on the instrument, excluding dividends and impairment
EROS INTERNATIONAL MEDIA LIMITED 55
STANDALONE FINANCIAL STATEMENTS
loss, are recognized in other comprehensive income. There is no
recycling of the amounts from the other comprehensive income to
the Statement of Profit and Loss, even on sale of the investment.
However, the Company may transfer the cumulative gain or loss
within categories of equity.
m.
Taxes
Taxation on profit and loss comprises current tax and deferred tax.
Tax is recognized in the statement of profit and loss except to the
extent that it relates to items recognized directly in equity or other
comprehensive income in which case tax impact is also recognized
in equity or other comprehensive income.
Current tax is provided at amounts expected to be paid (or
recovered) using the tax rates and laws that have been enacted or
substantively enacted at the balance sheet date along with any
adjustment relating to tax payable in previous years.
Deferred income tax is provided in full, using the liability method, on
temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the financial statements.
Deferred income tax is provided at amounts expected to be paid (or
recovered) using the tax rates and laws that have been enacted or
substantively enacted at the balance sheet date and are expected
to apply when the related deferred income tax asset is realized or
the deferred income tax liability is settled.
Deferred tax is not recognized for all taxable temporary differences
between the carrying amount and tax bases of investments in
subsidiaries, branches and associates and interest in joint
arrangements where it is probable that the differences will not
reverse in the foreseeable future.
Deferred tax assets and deferred tax liabilities are offset when there
is a legally enforceable right to set off assets against liabilities
representing current tax and where the deferred tax assets and the
deferred tax liabilities relate to taxes on income levied by the same
governing taxation laws.
Minimum alternate tax (MAT) paid in a year is charged to the
Statement of Profit and Loss as current tax. MAT credit entitlement
is recognised as a deferred tax asset only when and to the extent
there is convincing evidence that the Company will pay normal
income tax during the specified period, which is the period for which
MAT credit is allowed to be carried forward. Such asset is reviewed
at each Balance Sheet date and the carrying amount of the MAT
credit asset is written down to the extent there is no longer a
convincing evidence to the effect that the Company will pay normal
income tax during the specified period.
The carrying amount of deferred tax assets is reviewed at each
reporting date and reduced to the extent that it is no longer
probable that sufficient taxable profit will be available to utilize all or
part of the deferred tax asset. Unrecognized deferred tax assets are
re-assessed at each reporting date and are recognized to the
extent that it has become probable that future taxable profits will
available to utilize the deferred tax asset.
n.
Earnings per share
Basic EPS is computed by dividing net profit after taxes for the year
by weighted average number of equity shares outstanding during
the financial year, adjusted for bonus share elements in equity
shares issued during the year and excluding treasury shares, if any.
Diluted earnings per share adjusts the figures used in the
determination of basic earnings per share to take into account the
after income tax effect of interest and other financing costs
associated with dilutive potential equity shares and the weighted
average number of additional equity shares that would have been
outstanding assuming the conversion of all dilutive potential equity
shares.
o.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at
call with banks, other short term highly liquid investments which are
readily convertible into known amounts of cash and are subject to
insignificant risk of changes in value. Bank overdrafts are shown
within borrowings in current liabilities on the balance sheet.
Deposits held with banks as security for overdraft facilities are
included in restricted deposits held with bank.
p.
Segment reporting
Ind-AS 108 Operating Segments requires operating segments to
be identified on the same basis as is used internally for the review of
performance and allocation of resources by the Chief Operating
Decision Maker. The revenues of films are earned over various
formats; all such formats are functional activities of filmed
entertainment and these activities take place on an integrated
basis. The management team reviews the financial information on
an integrated basis for the Company as a whole., The management
team also monitors performance separately for individual films or
for at least 12 months after the theatrical release.
The Company has identified three geographic markets: India, UAE
and Rest of the world.
q.
Statement of cash flows
Cash flows are reported using the indirect method, whereby profit
before tax is adjusted for the effects of transactions of a non-cash
nature, any deferrals or accruals of past or future operating cash
receipts or payments and item of income or expenses associated
with investing or financing cash flows. The cash flows from
operating, investing and financing activities of the Company are
segregated.
r.
Dividends
The Company recognises a liability for dividends to equity holders
of the Company when the dividend is authorized, and the dividend
is no longer at the discretion of the Company. As per the corporate
laws in India, a dividend is authorised when it is approved by the
shareholders. A corresponding amount is recognised directly in
equity.
s.
Event occurring after the reporting date
Adjusting events (that provides evidence of condition that existed
at the balance sheet date) occurring after the balance sheet date
are recognized in the financial statements. Material non-adjusting
events (that are inductive of conditions that arose subsequent to
the balance sheet date) occurring after the balance sheet date that
represents material change and commitment affecting the financial
position are disclosed by way of notes in financial statements.
t.
Standards Issued but not yet Effective
At the date of approval of these financial statements, the Company
has not applied the amendments to IndAS made by Ministry of
Corporate Affairs vide Notification dated 23 March 2022 that have
been issued but are not yet effective.
rd
Major amendments applicable to company notified in the
notification are provided below:
(i)
(ii)
(i)
Ind AS 103 - Business Combinations
Ind AS 109 - Financial Instruments
Ind AS 16 - Leases
(xiii)
Ind AS 37 - Provisions, Contingent Liabilities and Contingent
Assets
Application of above Standards are not expected to have any
significant impact on the Company's financial statements.
56
ANNUAL REPORT 2022-23
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2.
Significant accounting
assumptions
judgements estimates and
The preparation of the financial statements requires management to
make judgements, estimates and assumptions, as described below, that
affect the reported amounts and the disclosures. The Company based its
assumptions and estimates on parameters available when the financial
statements were prepared and reviewed at each balance sheet date.
Uncertainty about these assumptions and estimates could result in
outcomes that may require a material adjustment to the reported
amounts and disclosures.
a.
Estimation of uncertainties relating to global health
pandemic from COVID-19:
The World Health Organization announced a global health
emergency because of a new strain of coronavirus ("COVID-19")
and classified its outbreak as a pandemic on March 11, 2020. On
March 24, 2020, the Government announced lockdown across the
country to contain the spread of the virus. Further, lockdown like
conditions have been imposed by government to curtail the second
wave in April 5, 2021. This pandemic and response thereon have
impacted most of the industries. The film industry has been
impacted due to closures of theatres and restrictions on film
shoots. The impact on company's future operations would, to a
large extent, depend on how the pandemic further develops and it's
resultant impact on the operations of the Company.
The Management has evaluated the impact on its financial
statements and have made appropriate adjustments, wherever
required. The extent of the impact on Company's operations
remains uncertain and may differ from that estimated as at the date
of approval of these standalone financial statements and will be
dictated by the length of time that such disruptions continue, which
will, in turn, depend on the currently unknowable duration of
COVID-19 and among other things, the impact of governmental
actions imposed in response to the pandemic. The Company is
monitoring the rapidly evolving situation and its potential impacts
on the Company's financial position, results of operations, liquidity,
and cash flows.
b.
Intangible Assets
The Company is required to identify and assess the useful life of
intangible assets and determine their income generating life.
Judgment is required in determining this and then providing an
amortization rate to match this life as well as considering the
recoverability or conversion of advances made in respect of
securing film content or the services of talent associated with film
production.
Accounting for the film content requires Management's judgment
as it relates to total revenues to be received and costs to be incurred
throughout the life of each film or its license period, whichever is the
shorter. These judgments are used to determine the amortization of
capitalized film content costs. The Company uses a stepped
method of amortization on first release film content writing off more
in year one which recognizes initial income flows and then the
balance over a period of up to nine years. In the case of film content
that is acquired by the Company after its initial exploitation,
commonly referred to as Library, amortization is spread evenly over
the lesser of 10 years or the license period. Management's policy is
based upon factors such as historical performance of similar films,
the star power of the lead actors and actresses and others.
Management regularly reviews, and revises when necessary, its
estimates, which may result in a change in the rate of amortization
and/or a write down of the asset to the recoverable amount.
Intangible assets are tested for impairment in accordance with the
accounting policy. These calculations require judgments and
estimates to be made, and in the event of an unforeseen event
these judgments and assumptions would need to be revised and
the value of the intangible assets could be affected. There may be
instances where the useful life of an asset is shortened to reflect the
uncertainty of its estimated income generating life.
c.
Employee benefit plans
The cost of the employment benefit plans, and their present value
are determined using actuarial valuations which involves making
various assumptions that may differ from actual developments in
the future. For further details refer to Note 40.
d.
Fair value measurement of ESOP Liability
The fair value of ESOP Liability is determined using valuation
methods which involves making various assumptions that may
differ from actual developments in the future. For further details
refer Note 40.
e.
Trade receivable
Judgements are required in assessing the recoverability of overdue
trade receivables and determining whether a provision against
those receivables is required. Factors considered include the
amount and timing of anticipated future payments and any possible
actions that can be taken to mitigate the risk of non-payment.
f.
Depreciation
Property, plant and equipment are depreciated over the estimated
useful lives of the assets, after taking into account their estimated
residual value. Management reviews the estimated useful lives and
residual values of the assets annually in order to determine the
amount of depreciation to be recorded during any reporting period.
The useful lives and residual values are based on the Company's
historical experience with similar assets and take into account
anticipated technological changes. The depreciation for future
periods is adjusted if there are significant changes from previous
estimates.
g.
Impairment of non-financial assets
In assessing impairment, management estimates the recoverable
amount of each asset or cash-generating unit based on expected
future cash flows and uses an interest rate to discount them.
Estimation uncertainty relates to assumptions about
future
operating results and the determination of a suitable discount rate.
h.
Provisions
Provisions and liabilities are recognized in the period when it
becomes probable that there will be a future outflow of funds
resulting from past operations or events and the amount of cash
outflow can be reliably estimated. The timing of recognition and
quantification of the liability require the application of judgment to
existing facts and circumstances, which can be subject to change.
Since the cash outflows can take place many years in the future, the
carrying amounts of provisions and liabilities are reviewed regularly
and adjusted to take account of changing facts and circumstances.
i.
Fair value measurement
Management uses valuation techniques to determine the fair value
of financial instruments (where active market quotes are not
available) and non-financial assets. This involves developing
estimates and assumptions consistent with how market
participants would price the instrument. Management bases its
assumptions on observable data as far as possible, but this is not
always available. In that case management uses the best
information available. Estimated fair values may vary from the actual
prices that would be achieved in an arm's length transaction at the
reporting date.
EROS INTERNATIONAL MEDIA LIMITED 57
STANDALONE FINANCIAL STATEMENTS
Notes
to the standalone financial statements and other explanatory information
3
Property, plant and equipment
Details of the Company’s property, plant and equipment and their carrying amounts are as follows:
Amount ` in lakhs
Gross carrying
amount
Buildings
Leasehold
improvements
Furniture
and
fixtures
Motor
vehicles
Office
equipment
Data
processing
equipment
Studio
equipment
Leasehold
assets
Right
of
Use
Capital
work in
progress
Total
3,317
443
249
480
131
454
259
215 3,424
6 8,980
Balance as at
31 March 2021
Additions
Adjustments/
disposals
Capitalized during
the year
Balance as at
31 March 2022
Additions
Adjustments/
disposals
Capitalized during
the year
Balance as at
31 March 2023
Accumulated
depreciation
Balance as at
31 March 2021
Depreciation charge
Adjustments/
disposals
Balance as at
31 March 2022
Depreciation charge
Adjustments/
disposals
Balance as at
31 March 2023
Net carrying amount
Balance as at
31 March 2022
Balance as at
31 March 2023
-
-
-
857
120
-
977
113
-
-
2
30
-
-
-
-
-
-
-
(45)
-
-
3,317
443
249
435
-
-
-
-
-
133
3
(42)
-
442
0
-
(24)
(12)
(5)
(44)
-
-
-
-
-
-
-
-
-
-
-
32
-
-
-
87
-
-
-
259
215 3,424
6 8,925
-
-
-
-
-
-
3
- (3,424)
(6) (3,515)
-
-
-
3,317
443
225
423
131
398
259
215
2
0 5,413
-
-
412
209
341
9
35
112
5
308
72
224
9
171 1,384
41
4
- 4,019
-
295
-
(43)
-
(40)
-
-
539
-
456
412
218
334
3
6
24
118
3
340
39
233
6
212 1,926
-
5
- 4,770
-
195
-
-
(22)
(11)
(5)
(45)
-
- (1,931)
- (2,010)
1,090
415
202
347
116
334
239
212
0
- 2,957
2,340
31
31
101
2,227
28
23
76
15
15
102
65
26
20
3 1,498
6
4,154
3
0
- 2,457
1.
The Company's immovable property situated in Mumbai, India is pledged against the borrowings as explained in note 19 and 24
3.1 a) Ageing as at 31 March 2023
Amount ` in lakhs
Particulars
Amount in CWIP for a period of
Total
Projects in progress
Projects temporarily suspended
a) Ageing as at 31 March 2022
< 1 year
1 - 2 years
2 - 3 year
> 3 year
-
-
-
-
-
-
Particulars
Amount in CWIP for a period of
< 1 year
1 - 2 years
2 - 3 year
> 3 year
Projects in progress
Projects temporarily suspended
-
-
-
-
-
-
-
0
-
6
-
0
Amount ` in lakhs
Total
-
6
58
ANNUAL REPORT 2022-23
|
CORPORATE OVERVIEW MANAGEMENT REPORT
| FINANCIAL MANAGEMENT
Notes
to the standalone financial statements and other explanatory information
4
Intangible assets
Details of the Company’s Intangible assets and their carrying amounts are as follows:
Amount ` in lakhs
Content
advances
Film rights
Other intangible
assets
Gross carrying amount
Balance as at 31 March 2021
Additions
Transfer to film and content rights
Reversal Impairment of content advance
Impairment of content advance written off
Advance written off against impairment
Amount written off
Provision for doubtful advances
Balance as at 31 March 2022
Additions
Transfer to film and content rights
Amount written off
Impairment of film rights
Provision for doubtful advances
Balance as at 31 March 2023
Accumulated amortisation
Balance as at 31 March 2021
Amortisation charge
Disposal of film rights
Balance as at 31 March 2022
Amortisation charge
Disposal of film rights
Balance as at 31 March 2023
Net carrying amount
Balance as at 31 March 2022
Balance as at 31 March 2023
4.1 Content Advances
a) Ageing as at 31 March 2023
Particulars
35,437
(2,529)
(483)
1,172
2,751
(2,751)
-
(3,807)
29,790
620
(594)
(2)
-
(8,819)
20,996
2,12,409
(3,371)
-
-
-
119
23
-
-
-
Total
2,12,528
(3,348)
-
-
-
2,09,038
142
2,09,180
-
-
-
(575)
-
-
-
-
-
-
-
-
(575)
-
2,08,463
142
2,08,605
1,83,264
8,577
(2,040)
1,89,801
6,714
-
71
17
-
88
34
-
1,83,335
8,594
(2,040)
1,89,889
6,748
-
1,96,515
122
1,96,637
29,790
20,996
19,237
11,948
54
20
19,291
11,968
Amount in CWIP for a period of
Total
< 1 year
1 - 2 years
2 - 3 year
> 3 year
Amount ` in lakhs
Projects in progress
Projects temporarily suspended
4,082
(2,373)
-
-
869
-
1,25,110
1,27,688
-
-
b) Ageing as at 31 March 2023 where project is overdue or has exceeded cost compared to original plan
Particulars*
To be completed
< 1 year
1 - 2 years 2 - 3 year > 3 year
Total(i)
Impairment &
provision (ii)
Net (i-ii)
CAE-1
CAE-2
CAE-3
CAE-4
CAE-5
CAE-6
CAE-7
CAE-8
CAE-9
CAE-10
-
-
-
4,120
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
45
-
-
-
1,060
550
2,963
-
5,200
1,060
550
2,963
4,120
5,200
10,111
10,111
390
500
2,030
400
435
500
2,030
400
629
326
2,963
1,351
5,200
8,863
231
500
2,030
400
431
224
-
2,769
-
1,248
204
-
-
-
EROS INTERNATIONAL MEDIA LIMITED 59
STANDALONE FINANCIAL STATEMENTS
Notes
to the standalone financial statements and other explanatory information
b) Ageing as at 31 March 2023 where project is overdue or has exceeded cost compared to original plan
Particulars*
To be completed
< 1 year
1 - 2 years 2 - 3 year > 3 year
Total(i)
Impairment &
provision (ii)
Net (i-ii)
CAE-11
CAE-12
CAE-13
CAE-14
CAE-15
CAE-16
CAE-17
CAE-18
CAE-19
CAE-20
CAE-21
CAE-22
CAE-23
Project less than 1,000 lakhs
Total
c) Ageing as at 31 March 2022
Particulars
-
-
-
-
-
-
-
-
-
(180)
11
50
-
80
-
-
-
-
-
-
(402)
-
-
25
(65)
(1,945)
-
14
-
-
-
-
-
50
55
-
-
37
314
81
-
288
6,361
5,859
194
2,085
895
859
6,361
5,859
194
2,085
895
909
6,361
5,859
194
1,237
895
510
24,173
23,826
19,400
300
158
10,854
20,540
28,687
321
621
300
158
10,737
20,799
26,872
321
1,000
300
158
9,874
13,491
25,295
80
541
-
-
-
848
-
399
4,426
-
-
863
7,308
1,577
241
459
4,082
(2,373)
869
1,25,110
1,27,685
1,06,689
20,996
< 1 year
1 - 2 years
2 - 3 year
> 3 year
Amount in CWIP for a period of
Total
Projects in progress
Projects temporarily suspended
134
-
863
-
12,853
1,13,810
1,27,659
-
-
-
d) Ageing as at 31 March 2022 where project is overdue or has exceeded cost compared to original plan
Particulars*
To be completed
< 1 year
1 - 2 years 2 - 3 year > 3 year
Total(i)
Impairment &
provision (ii)
Net (i-ii)
CAE-1
CAE-2
CAE-3
CAE-4
CAE-5
CAE-6
CAE-7
CAE-8
CAE-9
CAE-10
CAE-11
CAE-12
CAE-13
CAE-14
CAE-15
CAE-16
CAE-17
CAE-18
CAE-19
CAE-20
CAE-21
CAE-22
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1
-
-
Project less than 1,000 lakhs
Total
133
134
60
ANNUAL REPORT 2022-23
-
-
-
-
-
-
45
-
-
-
-
-
-
-
-
50
55
-
-
62
314
92
245
863
-
1,060
550
-
-
-
-
3,382
25
-
-
-
-
-
-
225
-
859
672
(825)
-
3,734
3,232
969
2,963
4,192
5,200
6,729
365
500
2,030
400
6,361
5,859
194
1,860
895
-
1,125
158
7,145
17,244
25,761
1,060
550
2,963
4,192
5,200
10,111
435
500
2,030
400
6,361
5,859
194
2,085
895
909
342
177
2,963
1,351
5,200
8,030
157
500
2,030
400
6,361
5,859
194
1,147
895
277
300
158
10,941
20,789
26,822
1,081
300
158
9,220
9,644
23,623
498
23,099
23,826
18,543
718
373
-
2,840
-
2,080
278
-
-
-
-
-
-
938
-
632
5,283
-
-
1,721
11,145
3,200
583
31
671.700
12,853
1,13,810
1,27,659
97,869
29,790
|
CORPORATE OVERVIEW MANAGEMENT REPORT
| FINANCIAL MANAGEMENT
Notes
to the standalone financial statements and other explanatory information
5
Investments
A Non current investments
Unquoted equity shares
i)
Investment in equity shares of subsidiaries measured at cost
Eros International Films Private Limited
Amount ` in lakhs
As at
31 March 2023
As at
31 March 2022
19,930,300 (31 March 2022 : 19,930,300) equity shares of ` 10 each, fully paid-up
1,993
1,993
Eros Animation Private Limited
9,300 (31 March 2022 : 9,300) equity shares of ` 10 each, fully paid-up
Copsale Limited
105,000 (31 March 2022 : 105,000) equity shares of USD 1 each, fully paid-up
Big Screen Entertainment Private Limited
6,400 (31 March 2022 : 6,400) equity shares of ` 10 each, fully paid-up
EyeQube Studios Private Limited
9,999 (31 March 2022 : 9,999) equity shares of ` 10 each, fully paid-up
EM Publishing Private Limited
9,900 (31 March 2022 : 9,900) equity shares of ` 10 each, fully paid-up
Digicine PTE Limited*
100 (31 March 2022 : 100) equity shares of USD 1 each, fully paid-up
Colour Yellow Productions Private Limited
5,000 (31 March 2022 : 5,000) equity shares of ` 10 each, fully paid-up
1
45
1
1
1
0
1
1
45
1
1
1
0
1
ii)
Investment in equity shares of subsidiaries measured at fair value through
profit and loss
ErosNow Private limited
5,546
5,546
1,000 (31 March 2022 : 1,000) equity shares of ` 100 each, fully paid-up
Less: Provision for impairment in the value of investment
Total
*amount represents less than ` one lakh
Aggregate value of unquoted investments
Aggregate value of impairment in the value of investment
(3,098)
4,489
7,588
3,098
(3,096)
4,492
7,588
3,096
6
Loans
Unsecured considered good,unless otherwise stated
Other loans and advances
Considered good
Total
7
Restricted bank deposits
Bank deposits with maturity of more than twelve months*
Total
* Given as securities to bank for margin
8
Other financial assets
Unsecured and considered good
Security deposits to
- Related parties (refer note 42)
- Others
Total
295
295
1
1
75
7
82
545
545
1
1
268
10
278
EROS INTERNATIONAL MEDIA LIMITED 61
STANDALONE FINANCIAL STATEMENTS
Notes
to the standalone financial statements and other explanatory information
9
Other non- current assets
(a) Advance payment of income taxes (net of provision)
(b) Balances due with Statutory Authorities
Total
10
Inventories
Film rights
Total
11 Trade receivables
Unsecured, considered good
Dues from related parties (refer note 42)
Unbilled income
Less : Expected credit loss*
Total
*Movement of Expected credit loss
Opening balance
Addition/(Reversal) of expected credit loss
Less : transfer to bad debts
Closing balance
Amount ` in lakhs
As at
31 March 2023
As at
31 March 2022
178
-
178
177
6,419
6,596
Amount ` in lakhs
As at
31 March 2023
As at
31 March 2022
859
859
850
850
Amount ` in lakhs
As at
31 March 2023
As at
31 March 2022
7,569
65,295
-
72,864
(547)
72,317
542
5
-
547
2,282
60,595
0
62,877
(542)
62,336
481
61
-
542
All amounts are short-term. The net carrying value of trade receivables is considered a reasonable approximation of fair value.
All accounts receivable are pledged against borrowing which are shown under note 19 and 24.
11.1 Trade Receivables Ageing as at 31 March 2023
Amount ` in lakhs
Particulars
Outstanding for following period from due date of payment
Total
Not Due
Less than
6 months
6 months
- 1 year
1 - 2 years
2 - 3 years
More than
3 years
65,306
7,013
44
57
84
361
72,865
Undisputed Trade receivables-
considered good
Undisputed Trade receivables-which
have significant increase in credit risk
Undisputed Trade receivables-
credit impaired
Disputed Trade receivables-
considered good
Disputed Trade receivables-which
have significant increase in credit risk
Disputed Trade receivables-
credit impaired
Sub Total
65,306
7,013
Less:Provision for Expected Credit Loss
-
25
Total
65,306
6,988
62
ANNUAL REPORT 2022-23
44
25
20
57
53
4
84
84
-
361
361
72,865
547
-
72,317
|
CORPORATE OVERVIEW MANAGEMENT REPORT
| FINANCIAL MANAGEMENT
Notes
to the standalone financial statements and other explanatory information
Trade Receivables Ageing as at 31 March 2022
Amount ` in lakhs
Particulars
Outstanding for following period from due date of payment
Total
Not Due
Less than
6 months
6 months
- 1 year
1 - 2 years
2 - 3 years
More than
3 years
Undisputed Trade receivables-
considered good
Undisputed Trade receivables-which
have significant increase in credit risk
Undisputed Trade receivables-
credit impaired
Disputed Trade receivables-
considered good
Disputed Trade receivables-which
have significant increase in credit risk
Disputed Trade receivables-
credit impaired
Sub Total
Less: Provision for Expected Credit Loss
20,826
2,033
10,581
24,588
4,587
262
62,877
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
20,826
1
2,033
123
10,581
24,588
4,587
17
262
401
62,877
542
Total
20,825
1,910
10,564
24,588
4,587
-139
62,335
12 Cash and cash equivalents
a. Cash on hand
b. Balances with Bank
In current account
Total
13 Restricted bank deposits
Margin money accounts with:*
maturity less than 12 months
maturity more than twelve months
Less: disclosed under non current financial assets - Restricted deposits (refer note 7)
Total
* Given as securities to bank for margin
14 Loans and advances
Unsecured and considered good
Amounts due from related parties (refer note 42)
Loans and advances to employees
Suppliers advances
Security deposits
Total
Amount ` in lakhs
As at
31 March 2023
As at
31 March 2022
0
7,607
7,607
88
1
89
(1)
88
40
131
604
3
778
78
74
152
535
1
536
(1)
535
51
155
404
4
614
14.1 Following loans have been granted to promoters, directors, KMPs and the related parties, either severally or jointly with any other
person, that are repayable on demand
As at 31 March 2023
Type of borrower
Related Parties
Amount of loan or advance in the
nature of loan outstanding
Percentage of the total loans and
Advances in the nature of loans
40
100%
Amount ` in lakhs
EROS INTERNATIONAL MEDIA LIMITED 63
STANDALONE FINANCIAL STATEMENTS
Notes
to the standalone financial statements and other explanatory information
As at 31 March 2022
Type of borrower
Related Parties
15 Other financial assets
Accrued interest on fixed deposits
Unbilled Income
Balances due with Statutory Authorities
Less : Expected credit loss*
Total
16 Other current assets
Prepaid expenses
Deferred expenses
Total
17 Equity share capital
Authorised share capital
Equity shares of ` 10 each
Issued, subscribed and fully paid- up
Equity shares of ` 10 each
Total
Amount of loan or advance in the
nature of loan outstanding
Percentage of the total loans and
Advances in the nature of loans
51
100%
Amount ` in lakhs
Amount ` in lakhs
As at
31 March 2023
As at
31 March 2022
2
622
2,569
(1,413)
1,780
48
2,764
-
2,813
Amount ` in lakhs
As at
31 March 2023
As at
31 March 2022
29
262
291
51
462
513
As at 31 March 2023
As at 31 March 2022
Number
Amount
Number
Amount
Amount ` in lakhs
`
, except share data
125,000,000
125,000,000
9,59,14,119
9,59,14,119
12,500
12,500
125,000,000
125,000,000
9,591
9,591
9,58,84,872
9,58,84,872
12,500
12,500
9,588
9,588
9,586
2
9,588
a) Reconciliation of paid- up share capital (Equity Shares)
Balance at the beginning of the year
Add: Issued on exercise of employee share options
Balance at the end of the year
9,58,84,872
29,247
9,59,14,119
9,588
3
9,591
9,58,64,818
20,054
9,58,84,872
During the year, the Company has issued total 29,247 equity shares (2022: 20,054) on exercise of options granted under the employees stock
option plan (ESOP) wherein part consideration was received in the form of employees services.
b) Shares held by holding company, ultimate holding company, subsidiaries / associates of holding company or ultimate holding company
, except share data
Amount ` in lakhs
Equity shares of ` 10 each
Eros Worldwide FZ LLC - Holding company
Eros Digital Private Limited - Fellow subsidiary
As at 31 March 2023
As at 31 March 2022
Number
Amount
Number
Amount
65,30,807.00
90,52,144.00
653
905
2,43,83,541.00
2,17,00,000.00
2,438
2,170
64
ANNUAL REPORT 2022-23
|
CORPORATE OVERVIEW MANAGEMENT REPORT
| FINANCIAL MANAGEMENT
Notes
to the standalone financial statements and other explanatory information
c) Details of Shareholders holding more than 5% of the shares in the Company
`
Amount ` in lakhs
, except share data
As at 31 March 2023
As at 31 March 2022
Number
% holding
in the class
Number
% holding
in the class
Equity shares of ` 10 each
Eros Worldwide FZ LLC - Holding company
Eros Digital Private Limited - Fellow subsidiary
65,30,807.00
90,52,144.00
6.81%
9.44%
2,43,83,541
2,17,00,000
25.43%
22.63%
d) Share holding of Promoter
As at 31 March 2023
Classs of
Equity share
Promoter's Name
No. of shares
at the beginning
of the year
Change
during
the year
No. of shares
at the end
of the year
% of total
shares
% change
during the
year
Amount ` in lakhs
Equity Shares
Eros Worldwide FZE (formerly known
as Eros Worldwide FZ LLC
2,43,83,541
-1,78,52,734
65,30,807
Equity Shares
Eros Digital Private Limited
2,17,00,000
-1,26,47,856
90,52,144
Equity Shares Mrs. Meena Lulla
Equity Shares Mr. Sunil Lulla
Equity Shares Ms. Krishika Sunil Lulla
4,200
1,400
1,400
-
-
-
4,200
1,400
1,400
6.81%
9.44%
0.00%
0.00%
0.00%
-18.62%
-13.19%
0.00%
0.00%
0.00%
Total
4,60,90,541 (3,05,00,590)
1,55,89,951
16.26%
As at 31 March 2022
Classs of
Equity share
Promoter's Name
No. of shares
at the beginning
of the year
Change
during
the year
No. of shares
at the end
of the year
% of total
shares
Equity Shares
Eros Worldwide FZ LLC
3,78,77,302
(1,34,93,761)
2,43,83,541
Equity Shares
Eros Digital Private Limited
2,17,00,000
-
2,17,00,000
Equity Shares Mrs. Meena Lulla
Equity Shares Mr. Sunil Lulla
Equity Shares Ms. Krishika Sunil Lulla
Equity Shares
Legal heirs of Mr. Arjan Lulla
2,800
1,400
1,400
1,400
1,400
4,200
1,400
1,400
(1,400)
-
25.43%
22.63%
0.00%
0.00%
0.00%
0.00%
Total
5,95,84,302 (1,34,93,761)
4,60,90,541
48.07%
Amount ` in lakhs
% change
during the
year
-14.08%
0.00%
0.00%
0.00%
0.00%
100.00%
e)
Details of employee stock options issued during the last 5 years
During the period of five years immediately preceding the reporting date, the Company has issued total 2,325,568 equity shares ( 31 March 2022 :
2,296,321) on exercise of options granted under the employees stock option plan (ESOP) wherein part consideration was received in the form of
employee services.
f)
Rights, preferences, restrictions of equity shares
The Company has only one class of equity shares having par value of `10 per share. Every holder is entitled to one vote per share. The dividend, if
any, proposed by the Board of Directors and approved by the Shareholders in the Annual General Meeting is paid in Indian rupees.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution
of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
Shareholding pattern is revised pursuant to clarification sought by NSE regarding variation in shareholding pattern filed with exchange and as per
record of depositories (NSDL & CDSL). To resolve the issue and to comply para 4.7(ii) of SEBI Master Circular for Depositories dated October 25,
2019 bearing no. SEBI/HO/MRD/DP/CIR/P/118, which states that Depositories may also advise DPs that an off-market transfer of shares leads to
change in ownership and cannot be treated as pledge. Further, this issue may also be taken up in the investor awareness programs wherein the
manner of creation of pledge can be effectively communicated to the BOs directly the SHP is modified in accordance with the circular. This circular
came into existence in October 2019, however, Promoters have pledged their shares in the year 2018 much before this circular. Promoters /
shareholders / Company have already filed necessary disclosures under SAST and PIT regulations before this circular hence Company was filing
SHP in tune with those disclosures.
EROS INTERNATIONAL MEDIA LIMITED 65
STANDALONE FINANCIAL STATEMENTS
Notes
to the standalone financial statements and other explanatory information
18 Other equity
Securities premium
Balance at the beginning of the year
Add : Transfer from share option outstanding account
Balance at the end of the year
Share options outstanding account
Balance at the beginning of the year
Less: Transfer to securities premium account
Add: Employee stock option compensation expense
Balance at the end of the year
General reserve
Balance at the beginning of the year
Balance at the end of the year
Retained earnings
Balance at the beginning of the year
Add: Net profit/(loss) after tax for the year
Balance at the end of the year
Other comprehensive income
Balance at the beginning of the year
Acturial gain / (loss)on employee benefit plans through OCI
Balance at the end of the year
Amount ` in lakhs
As at
31 March 2023
As at
31 March 2022
42,264
55
42,319
42,228
36
42,264
826
(55)
-
771
526
526
(31,904)
(11,331)
(43,235)
176
17
193
573
862
(36)
-
826
526
526
(32,264)
360
(31,904)
166
10
176
11,888
Total
1
2
3
4
5
Securities Premium: The amount received in excess of face value of the equity shares is recognised in Securities Premium.
General Reserve: General Reserve was created by transferring a portion of the net profit of the Company as per the requirements of the
Companies Act, 2013.
Share Options Outstanding:Share Options Outstanding relates to the stock options granted by the company to employees under a Employee
Stock Option Plan.
Retained Earnings: Remaining portion of profits earned by the Company till date after appropriations.
Other comprehensive income: Other Comprehensive Income (OCI) represents the amounts recognised in thoer other equity consequent to
remeasurement of Defined Benefit Plan.
19 Long-term borrowings
Secured
Term loan from banks
Others**
Unsecured
From related parties (refer note 42) @
Less: Cumulative effect of unamortised cost
Less: Current maturities disclosed under other current
financial liabilities (refer note 26)
Total
Amount ` in lakhs
As at
31 March 2023
As at
31 March 2022
1,231
0
1,500
2,731
-
(1,231)
1,500
11,242
6
1,500
12,748
-
(6,624)
6,124
*
Term loans from banks carry an interest rate of 9%p.a. on implementation of OTR plan (in previous year the rate of interest was 9%) and are secured
by pari passu first charge on the satellite rights acquired for the domestic market, actionable claims, revenue and receivables arising on sales of the
rights and negatives of films. Term loans are further secured by equitable mortgage of Company's immovable properties situated at Mumbai (India),
amounts held as margin money, corporate guarantee of Eros Media World PLC (entity having significant influence) formerly known as Eros STX
Global Corporation),residual value of equipments and vehicles and existing rights of hindi films with nil book value.
@ Unsecured loans from related parties are repayable over a period of 3 -5 years and carrying rate of interest 8.90% p.a.
66
ANNUAL REPORT 2022-23
|
CORPORATE OVERVIEW MANAGEMENT REPORT
| FINANCIAL MANAGEMENT
Notes
to the standalone financial statements and other explanatory information
Maturity profile of long term borrowing is set out below:-
As at 31 March 2023
Particulars
Secured
Term loan from banks
Others
Unsecured
Term loan from related parties
Total
As at 31 March 2022
Particulars
Secured
Term loan from banks
Others
Unsecured
Term loan from related parties
Total
20 Trade payable - non current
Payable to related parties (refer note 42)
Total
Less than 1 year
1-3 years
> 3 years
Amount ` in lakhs
-
-
-
-
-
-
-
1,500
1,500
Less than 1 year
1-3 years
> 3 years
Amount ` in lakhs
6,618
6
-
6,624
0
-
-
0
-
-
1,500
1,500
Amount ` in lakhs
As at
31 March 2023
As at
31 March 2022
24,324
24,324
19,082
19,082
20.1 Trade Payables Ageing as at 31 March 2023
Amount ` in lakhs
Particulars
MSME
Others
Disputed-MSME
Disputed-Others
Total
Trade Payables Ageing as at 31 March 2022
Particulars
MSME
Others
Disputed-MSME
Disputed-Others
Total
Outstanding for following period from due date of payment
Not Due
1 - 2 years 2 - 3 years More than
Total
Less than
1 year
3 years
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
24,324
24,324
-
-
-
-
-
24,324
Amount ` in lakhs
Outstanding for following period from due date of payment
Not Due
1 - 2 years 2 - 3 years More than
Total
Less than
1 year
3 years
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
19,082
19,082
-
-
-
-
19,082
EROS INTERNATIONAL MEDIA LIMITED 67
STANDALONE FINANCIAL STATEMENTS
Notes
to the standalone financial statements and other explanatory information
21 Other financial liabilities
Security deposits
Total
22 Employee benefit obligations - non current
Provision for gratuity (refer note 40)
Total
23 Other non-current liabilities
Deferred revenue
Total
24 Short-term borrowings
Repayable on demand
Secured
From banks
Current maturities of long term borrowings (refer note 19)
Unsecured
From others*
From related parties (refer note 42)
Total
Amount ` in lakhs
As at
31 March 2023
As at
31 March 2022
25
25
25
25
Amount ` in lakhs
As at
31 March 2023
As at
31 March 2022
259
259
243
243
Amount ` in lakhs
As at
31 March 2023
As at
31 March 2022
10,548
10,548
8,638
8,638
Amount ` in lakhs
As at
31 March 2023
As at
31 March 2022
10,276
1,231
1,248
11,190
23,944
29,104
6,624
970
10,186
46,885
Secured short term borrowings include :
Fund Based Working Capital facilities (FBWC) i.e. Cash credit / WCL / WCDL carry an interest rate of 9%p.a. under implementation of OTR plan
during the year (Previous year's rate of interest was ranging between 10.5 % - 16.5 %), secured by way of hypothecation of current assets,
inventories and receivables relating to domestic rights operations on pari passu basis.
No Bills discounted during the current year as the said limits were converted into cash credit limits under OTR plan. (Previous year's bills discounted
carry an interest rate between 9% - 10.5% for INR bills and 6M MCLR+Spread or 6M LIBOR+Spread for USD bills , secured by document of title to
goods and accepted hundis with first pari passu charge on current assets)
No Packing Credit facilities during the current year as the said limits were converted into cash credit limits under OTR plan. (Previous year's Packing
credit carry an interest rate between 8% - 10% for INR and 6M MCLR+Spread or 6M LIBOR+ Spread for USD, secured by hypothecation of films
and film rights with first pari passu charge on current assets.
Short term borrowings are further secured by equitable mortgage of company's immovable properties situated at mumbai (India),amount held in
margin money,corporate guarantee of Eros Media World Plc (the ultimate holding company, formerly known as Eros STX Global
Corporation),residual value of equipments and existing rights of hindi films with nil book value.
*Loan from others carry an interest rate between 15% - 16.5% , secured by security provided by Eros Worldwide FZ LLC, an entity having significant
influence.
Unsecured loans from related parties are repayable on demand and carrying rate of interest 8.90% p.a.
68
ANNUAL REPORT 2022-23
|
CORPORATE OVERVIEW MANAGEMENT REPORT
| FINANCIAL MANAGEMENT
Notes
to the standalone financial statements and other explanatory information
25 Trade payables
Amount ` in lakhs
As at
31 March 2023
As at
31 March 2022
Total outstanding dues of micro and small enterprises
142 56
Total outstanding dues of creditors other than micro and small enterprises
- Others
- Related parties (Refer note: 42)
6,315
26,094
32,551
9,040
694
9,790
* Refer Note 47 for disclosure on MSME creditors
26 Other financial liabilities
Current maturities of long term borrowings (refer note 19)
Interest accrued but not due
Interest accrued and due
Employee dues
Other payables
Other payable to related party (refer note 42)
Total
27 Employee benefit obligations - current
Gratuity
Compensated absences
Total
28 Other current liabilities
Advance from customers- related parties (refer note 42)
Advances from customers- others
Deferred revenue
Duties and taxes payable
Total
29 Current tax liabilities
Provision for corporate taxes (net)
Total
Amount ` in lakhs
As at
31 March 2023
As at
31 March 2022
-
54
-
521
2,781
1,830
5,187
-
312
-
584
779
1,118
2,793
Amount ` in lakhs
As at
31 March 2023
As at
31 March 2022
52
122
174
98
129
227
Amount ` in lakhs
As at
31 March 2023
As at
31 March 2022
3,333
1,683
897
6,276
12,189
3,333
1,437
1,444
3,370
9,584
Amount ` in lakhs
As at
31 March 2023
As at
31 March 2022
3,322
3,322
6,763
6,763
28(a)
28(b)
29(a)
29(b)
29(c)
29(d)
30(a)
EROS INTERNATIONAL MEDIA LIMITED 69
STANDALONE FINANCIAL STATEMENTS
Notes
to the standalone financial statements and other explanatory information
30 Revenue from operations (net)
Revenue from distribution and exhibition of film and other rights
Total
31 Other income
Sundry balances written back
Interest income on advances
Unwinding of interest on expected credit loss
Other non-operating income
Gain on foreign currency transactions and translation (net)
Gain on sale of tangible assets (net)
Reversal of Provision of Impairment of Content advance
Total
32 Film right cost including amortization costs
Amortisation of film rights (refer note 4)
Film rights cost
Total
33 Changes in inventories of film rights
Opening stock
- Finished goods
Closing stock
- Finished goods
Total
34 Employee benefits expense
Salaries and bonus
Contribution to provident and other funds (refer note 40)
Gratuity expense (refer note 40)
Employee stock option compensation (refer note 40)
Staff welfare expenses
Total
35 Finance costs
Interest expense
Other borrowing costs
Interest on late payment of taxes
Less: Interest capitalised to film rights
Less: Interest income
Total
70
ANNUAL REPORT 2022-23
Amount ` in lakhs
Year ended
31 March 2023
Year ended
31 March 2022
42,958
42,958
168
-
-
307
1,704
5
-
2,184
21,868
21,868
1,546
-
-
193
982
-
1,172
3,893
6,714
25,681
32,395
8,577
1,814
10,391
850
850
859
859
(9)
2,515
155
42
-
40
850
850
850
850
-
2,978
153
53
-
43
2,752
3,227
4,914
539
1,557
7,010
-
(13)
6,997
4,943
372
357
5,672
-
(37)
5,635
|
CORPORATE OVERVIEW MANAGEMENT REPORT
| FINANCIAL MANAGEMENT
Notes
to the standalone financial statements and other explanatory information
36 Depreciation and amortisation expense
Depreciation on tangible assets (refer note 3)
Amortisation on intangible assets (refer note 4)
Total
37 Other income
Print and digital distribution cost *
Selling and distribution expenses
Processing and other direct cost & Home entertainment products related cost
Shipping, packing and forwarding expenses
Power and fuel
Rent
Repairs and maintenance
Insurance
Rates and taxes
Legal and professional
Payments to auditors (refer note 46)
Bad and doubtful receivables & expecterd credit receivable
Provision for doubtful advances (refer note 4 )
Communication expenses
Travelling and conveyance
Content advances written off (refer note 4)
Bad debts and trade receivables written off*
Provision for impairment in the value of investment
Impairment of Film Rights & Content Advance
Miscellaneous expenses
Total
*amount represents less than ` 1 lakh
Amount ` in lakhs
Year ended
31 March 2023
Year ended
31 March 2022
195
34
229
(0)
82
1,516
1
27
67
382
10
58
388
83
1,418
8,819
27
71
2
76
3
575
505
14,110
295
17
312
1
133
62
7
15
81
101
18
29
948
139
229
3,807
48
69
-
2
10
-
137
5,836
Amount ` in lakhs
Year ended
31 March 2023
Year ended
31 March 2022
38
Earnings per share
a) Computation of net profit for the year
Net profit/(loss) after tax attributable to equity shareholders (` in lakhs)
(11,331)
360
b) Computation of number of shares for Basic Earnings per share
Weighted average number of equity shares
Total
c) Computation of number of shares for Diluted Earnings per share
9,58,84,872
9,58,77,949
9,58,84,872
9,58,77,949
Weighted average number of equity shares used in the calculation of basic earning per share
9,58,84,872
9,58,77,949
Add:- Weighted average potential equity shares (dilutive impact of ESOPs)
33,762
33,762
Weighted average number of equity shares used in the calculation of diluted
earning per share
9,59,18,634
9,59,11,711
EROS INTERNATIONAL MEDIA LIMITED 71
STANDALONE FINANCIAL STATEMENTS
Notes
to the standalone financial statements and other explanatory information
d) Nominal value of shares (in ` )
e) Computation
Basic (in ` )
Diluted (in ` )
39 Contingent liabilities and commitments (to the extent not provided for)
(a) Contingent liabilities
(i) Claims against the Company not acknowledged as debt
Sales tax claims disputed by the Company
Service tax claim disputed by the Company
Income tax liability that may arise in respect of matters in appeal
(ii) Guarantees
Guarantee given in favour of various government authorities
Amount ` in lakhs
Year ended
31 March 2023
Year ended
31 March 2022
10
10
(11.82)
(11.82)
0.38
0.38
Amount ` in lakhs
As at
31 March 2023
As at
31 March 2022
1,476
44,945
114
25
46,560
1,476
44,945
114
25
46,560
Notes:
1
During the year ended 31 March 2021, the Company received a show cause notice from the Commissioner of Service Tax to show cause why an
amount aggregating to ` 5,317 lakhs for the period 1 April 2015 to 30th June 2017 should not be levied on and paid by the Company for service tax
arising on temporary/perpatual transfer of copyright services and other matters. Company is in process of filing of reply for the same
During the year ended 31 March 2015, the Company received a show cause notice from the Commissioner of Service Tax to show cause why an
amount aggregating to ` 15,675 lakhs for the period 1 April 2009 to 31 March 2014 should not be levied on and paid by the Company for service tax
arising on temporary/perpatual transfer of copyright services and other matters. In connection with the aforementioned matters, on 19 May 2015, the
Company received an Order-in-original issued by the Principal Commissioner, Service Tax, wherein the department confirmed the demand of `
15,675 lakhs along with interest and penalty amounting to ` 15,675 lakhs resulting into a total demand of ` 31,350 lakhs. On 3 September 2015, the
Company filed an appeal against the said order before the authorities. The Company has paid ` 1,000 Lakhs under protest. Considering the facts
and nature of levies and the ad-interim protection for the period 1 July 2010 to 30 June 2012 granted by the Honorable High Court of Mumbai, the
Company expects that the final outcome of this matter will be favourable. Accordingly, based on the assessment made after taking appropriate legal
advise, the provision of ` 89 Lakhs only has been recorded and no additional liability has been recorded in the financial statements.
Company has received showcause notice for reversal of CENVAT credit for the period 2013-14 to 2015-16 ` 187 lakhs. No additional liability has
been accounted in financial statements for this showcause notice. Further Company also received showcause notice for Non levy of Service tax on
Import of Services for the period 2013-14 to 2015-16 for ` 70 Lakhs. the Company has recorded liability ` 52 lakhs on account of this show cause
notices.
On 8 October 2018, the Company received a show cause notice from the Commissioner of Service Tax to show cause why an amount aggregating
to ` 2,695 lakhs for the period 1 April 2014 to 31 March 2015 should not be levied on and paid by the Company for service tax with equal penalty
arising on temporary / perpatual transfer of copyright services and other matters. The provision of ` 61 lakhs has been recorded and no additional
liability has been recorded in the financial statements.
In addition, the Company is liable to pay service tax on use on temporary transfer of copyright in the period 1 July 2010 to 30 June 2012. The
Company filed a writ petition in Mumbai High Court challenging the constitutionality and the legality of this entry and received ad-interim protection
and accordingly, no amounts were provided for by the Company for the period 1 April 2011 to 30 June 2012.
It is not practicable for the Company to estimate the timing of cash outflows, if any, in respect of the above, pending resolution of the respective
proceedings.
From time to time, the ‘Company’ is involved in legal proceedings arising in the ordinary course of its business, typically intellectual property litigation
and infringement claims related to the Company's feature films and other commercial activities, which could cause the Company to incur expenses
or prevent the Company from releasing a film. While the resolution of these matters cannot be predicted with certainty, the Company does not
believe, based on current knowledge or information available, that any existing legal proceedings or claims are likely to have a material and adverse
effect on its financial position, results of operations or cash flows.
The Company does not expect any reimbursements in respect of the above contingent liabilities.
2
3
4
5
6
7
8
b) Commitments
Estimated amount of contracts remaining to be executed on content commitments
Total
72
ANNUAL REPORT 2022-23
Amount ` in lakhs
1,45,710
1,45,710
1,92,270
1,49,506
1,49,506
1,96,066
|
CORPORATE OVERVIEW MANAGEMENT REPORT
| FINANCIAL MANAGEMENT
Notes
to the standalone financial statements and other explanatory information
40 Employment benefits
a) Gratuity (unfunded)
The following table set out the status of the gratuity plan as required under Indian Accounting Standard (Ind AS) - 19, Employee benefits, and the
reconciliation of opening and closing balances of the present value of the defined benefit obligation:
Amount ` in lakhs
Year ended
31 March 2023
Year ended
31 March 2022
I Change in projected benefit obligation
Liability at the beginning of the year
Interest cost
Current service cost
Liabilty transferred
Benefits paid
Actuarial loss/(gain) on obligations
Liability at the end of the year
Current portion
Non-current portion
II Recognised in Balance Sheet
Liability at the end of the year
Amount recognised in Balance Sheet
III Expense recognised in Statement of Profit and loss
Current service cost
Interest cost
Past service cost
Expense recognised in Statement of Profit and loss
IV.
Expense recognised in Other Comprehensive Income
Arising from changes in experience
Arising from changes in financial assumptions
Arising from changes in demographic assumptions
Expense/(income) recognised in Other comprehensive income
341
19
23
-
(55)
(17)
311
52
259
311
311
23
19
42
5
(19)
(3)
(17)
375
21
32
-
(77)
(10)
341
98
243
341
341
32
21
53
(10)
(1)
1
(10)
*Actuarial (gain)/loss of ` 17 lakhs (31 March 2022: ` (10) lakhs) is included in other comprehensive income.
IV Assumptions used
Discount rate
Long-term rate of compensation increase
Attrition Rate
Expected average remaining working life in years
5.66%
4.76%
25%
5
5.66%
4.76%
25.00%
3.00
V A quantitative sensitivity analysis for significant assumption as at 31 March 2023 is as shown below:
Impact on defined benefit obligation
Projected benefit obligation on current assumption
Discount rate
1.00 % increase
1.00 % decrease
Salary growth rate
1.00 % increase
1.00 % decrease
Employee turnover
1.00 % increase
1.00 % decrease
311
(10)
11
8
(8)
2
-2
341
(8)
8
6
(6)
0
(0)
EROS INTERNATIONAL MEDIA LIMITED 73
STANDALONE FINANCIAL STATEMENTS
Notes
to the standalone financial statements and other explanatory information
40 Employment benefits continued
VI Maturity profile of defined benefit obligation
Year
Year 1
Year 2
Year 3
Year 4
Year 5
Sum of Years 6-10
Sum of Years 11 and above
Amount ` in lakhs
Year ended
31 March 2023
Year ended
31 March 2022
52
71
45
37
31
114
73
98
82
55
36
29
75
21
VII
Interest rate risk: A fall in the discount rate which is linked to the G.Sec. Rate will increase the present value of the liability requiring higher
provision.
VIII Salary Risk: The present value of the defined benefit plan liability is calculated by reference to the future salaries of members. As such, an
increase in the salary of the members more than assumed level will increase the plan's liability.
IX
X
Asset Liability Matching Risk: The plan faces the ALM risk as to the matching cash flow. Company has to manage pay-out based on pay as
you go basis from own funds
Mortality risk: Since the benefits under the plan is not payable for life time and payable till retirement age only, plan does not have any
longevity risk.
b)
Compensated absences
The Liability for leave encashment and compensated absences as at March 31, 2023 agreegating ` 122 Lakh (Previous Year ` 129 Lakh)
c)
Provident fund
The Company contributed ` 153 lakhs (31 March 2022 : ` 151 lakhs) to the provident fund plan, ` 2 lakhs (31 March 2022 : ` 2 lakhs) to the Employee
state insurance plan.
d)
Share-based payment transactions
The Company has instituted Employees’ Stock Option Plan “ESOP 2009” and "ESOS 2017" under which the stock options have been granted to
employees. The scheme was approved by the shareholders at the Extra Ordinary General Meeting held on 17 December 2009 and Annual General
Meeting held on 29 September 2017 respectively. The details of activities under the ESOP 2009 and ESOS 2020 scheme are summarized below:
The expense recognized for employee services received during the year is shown in the following table:
Expense arising from equity-settled share-based payment transactions
There were no cancellations or modifications to the awards in 31 March 2023 or 31 March 2022.
Amount ` in lakhs
Year ended
31 March 2023
Year ended
31 March 2022
-
-
Movements during the year
The following table illustrates the number and weighted average exercise prices (WAEP) of, and movements in, share options during the year:
Outstanding at 1 April
Granted during the year
Forfeited during the year
Exercised during the year
Outstanding at 31 March
Exercisable at 31 March
Range of exercise price of outstanding options (`)
Weighted average remaining contractual life of option
*WAEP denotes weighted average exercise price of the option
74
ANNUAL REPORT 2022-23
As at 31 March 2023
As at 31 March 2022
Number
1,75,752
0
(29,247)
1,46,505
1,46,505
WAEP*
Number
WAEP*
103
1,99,923
-
0
10
94
94
(4,117)
(20,054)
1,75,752
1,75,752
45
-
10
10
94
106
` 10-150
2.96 Years
` 10-150
2.96 Years
|
CORPORATE OVERVIEW MANAGEMENT REPORT
| FINANCIAL MANAGEMENT
Notes
to the standalone financial statements and other explanatory information
Black Scholes valuation model has been used for computing the weighted average fair value considering the following inputs:
Date of grant
Particulars
17-Dec-09 12-Aug-10 1-Jul-12 14-Oct-13 12-Nov-14 12-Feb-15 9-Feb-16 10-Feb-17 14-Nov-17 10-Feb-18
Dividend yield (%)
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Expected volatility
75.00%
60.00%
44.00%
35.00%
40.11%
37.84%
46.46%
48.66%
56.53% 53.15%
Risk free interest rate
6.30%
6.50%
8.36%
8.57%
8.50%
7.74%
7.49%
6.51%
6.90%
7.38%
Exercise price
75-175
75-135
Expected life of options
granted in years
5.25
5.25
Table 1.1
Expected life of options granted in years
75
5.50
150
4.50
10
10
10
As per Table 1.1
10
4.27
10
3.50
10
4.50
Option Grant date
9-Feb-16
12-Feb-15
12-Nov-14
Year I
Year II
Year III
Old Employees New Employees Old Employees New Employees Old Employees New Employees
3.50
4.50
5.50
4.50
5.50
6.50
3.00
3.50
4.00
3.00
4.00
4.50
3.50
4.50
5.50
4.50
5.50
6.50
The expected life of options is based on historical data and current expectations and is not necessarily indicative of exercise patterns that may
occur. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the options is indicative of future
trends, which may differ from the actual.
41 Operating Segment
Description of segment and principal activities
The Company acquires, co-produces and distributes Indian films in multiple formats worldwide. Film content is monitored and strategic decisions
around the business operations are made based on the film content, whether it is new release or library. Hence, Management identifies only one
operating segment in the business, film content. The Company distributes film content to the Indian population in India and worldwide and to non-
Indian consumers who view Indian films that are subtitled or dubbed in local languages. As a result of these distribution activities, the management
examines the performance of the business from a geographical market perspective.
Revenue by region of domicile of customer's location
India
United Arab Emirates*
Rest of the world
Total revenue
Amount ` in lakhs
Year ended
31 March 2023
Year ended
31 March 2022
42,684
8
265
42,958
7,803
4,430
9,635
21,868
For the year ended 31 March 2023 one external customer accounted for more than 10% of the entity's total revenue and 31 March 2022 no external
customers accounted for more than 10% of the entity's total revenues.
*Sales to United Arab Emirates includes sales to its related party Eros Worldwide FZE (formerly known as Eros Worldwide FZ LLC)
Non-current assets other than financial instruments, investments accounted for using equity method and income taxes
Non-current assets
India
Total non-current assets
Amount ` in lakhs
As at
31 March 2023
As at
31 March 2022
35,420
35,420
59,976
59,976
EROS INTERNATIONAL MEDIA LIMITED 75
STANDALONE FINANCIAL STATEMENTS
Notes
to the standalone financial statements and other explanatory information
42 Related party disclosures
a) Parent entity
Relationship
Ultimate holding Company
Holding Company
Enterprises with significant influence
Name
Eros Media World PLC (up to 15 September 2021)
(formerly known as STX Global Corporation)
Eros Worldwide FZ LLC (up to 15 September 2021)
Eros Media World PLC ( From 16 September 2021)
(formerly known as STX Global Corporation)
Eros Worldwide FZ LLC ( from 15 September 2021)
b) Subsidiaries
Relationship
Name
Subsidiary companies
Eros International Films Private Limited
Copsale Limited
Big Screen Entertainment Private Limited
EyeQube Studios Private Limited
EM Publishing Private Limited
Eros Animation Private Limited
Digicine PTE Limited
Colour Yellow Productions Private Limited
ErosNow Private Limited
a)
List of Key management personnel (KMP)
Mr. Sunil Lulla – Executive Vice Chairman and Managing Director
Mr. Kishore Lulla – Executive Director (upto 19 May 2022)
Mr. Farokh Gandhi - Executive Director & Chief Financial Officer (India)
(Up to 14 August 2021)
Mr. Pradeep Dwivedi - Executive Director & Chief Executive Officer (India)
Mr. Vijay Jayantilal Thaker - Vice President Company Secretary &
Compliance Officer and Chief Financial Officer (Upto 19 May 2022)
Mr. Rajesh Chalke - Chief Financial Officer (From 19 May 2022)
b)
Relatives of KMP with whom transactions exist
Mrs. Manjula K Lulla (wife of Mr. Kishore Lulla)
Mrs. Krishika Lulla (wife of Mr. Sunil Lulla)
Mrs. Meena Lulla (wife of Mr. Arjan Lulla)
c)
Entities over which KMP exercise significant
Shivam Enterprises
influence
Eros Television India Private Limited
d)
Fellow subsidiary company
Eros Digital Private Limited
Eros International Limited, United Kingdom
Eros Digital FZ LLC
Eros International USA Inc, USA
76
ANNUAL REPORT 2022-23
|
CORPORATE OVERVIEW MANAGEMENT REPORT
| FINANCIAL MANAGEMENT
Notes
to the standalone financial statements and other explanatory information
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4
EROS INTERNATIONAL MEDIA LIMITED 77
STANDALONE FINANCIAL STATEMENTS
Notes
to the standalone financial statements and other explanatory information
42
c)
Related party disclosures continued
(ii) Transactions during the year with related parties
Sale of film/ music rights
Eros Worldwide FZ LLC
Eros International Ltd United Kingdom
ErosNow Private Limited
Eros International Ltd USA INC
Eros International Films Private Limited
Total
Revenue attributable to Eros Digital FZ LLC
Purchase of film rights
Eros Worldwide FZ LLC
Colour Yellow Productions Private Limited
Total
Re-imbursement of administrative expense
Eros Worldwide FZ LLC
Eros Digital FZ LLC
Eros International Films Private Limited
ErosNow Private Limited
Total
Assets Usage Charges paid
EyeQube Studios Private Limited
Total
Commission expenses
EM Publishing Private Limited
Total
Rent expenses
Mr. Sunil Lulla
Mrs. Manjula K Lulla
Mr. Kishore Lulla
Total
Total
Interest expenses
Eros Digital Private Limited
ErosNow Private Limited
EyeQube Studios Private Limited
Eros International Films Private Limited
Total
Salary, commission and perquisites* to KMPs
Mr. Sunil Lulla***
Mrs. Krishika Lulla
Mr. Farokh Gandhi - Executive Director & Chief Financial Officer (India)
Mr. Vijay Jayantilal Thaker
Mr. Pradeep Dwivedi - Chief Executive Officer
Total
Amount ` in lakhs
Year ended
31 March 2023
Year ended
31 March 2022
-
-
1,351
-
0
1,351
-
25,028
61
25,089
55
707
12
-
774
-
-
3
3
232
36
232
500
-
60
335
5
649
1,049
506
-
-
36
300
842
8,033
6,309
8
2,854
3,996
21,200
(19)
-
-
-
122
1,166
12
40
1,340
5
5
6
6
348
36
348
732
-
58
172
5
680
915
514
86
31
36
300
968
*
***
Perquisites to KMP have been valued as per Income tax Act, 1961 and rules framed thereunder or at actuals as the case may be.
The remuneration accrued/paid by the company to its Vice Chairman and Managing Director for the year ended 31 March 2022 is in excess by
` _____ lakhs (31 March 2022 ` 394 lakhs) vis-a-vis the limits specified in section 197 of Companies Act, 2013 ('the act') read with schedule V
thereto, as the Company does not have profits. The Company is in process of complying with the prescribed statutory requirements to regularize
such excess payments, including seeking approval of shareholders, as necessary. Untill then, the said excess amount is held in trust by the Vice
Chairman and Managing Director.
78
ANNUAL REPORT 2022-23
|
CORPORATE OVERVIEW MANAGEMENT REPORT
| FINANCIAL MANAGEMENT
Notes
to the standalone financial statements and other explanatory information
42
d)
Related party disclosures continued
Transactions with related parties
Loan and advances Transferred
ErosNow Private Limited
Gratuity/Leave encashment transferred
ErosNow Private Limited
Sale of Assets
ErosNow Private Limited
Recovery of loans and advances given
Colour Yellow Productions Private Limited
Total
Trade advances/ loans taken
Eros Worldwide FZ LLC
Eros International Films Private Limited
ErosNow Private Limited
Total
Repayment of advances/ loans
ErosNow Private Limited
Eros International Films Private Limited
Total
Refund of deposits
Mr. Sunil Lulla
Mr. Kishore Lulla
Total
e) Balances with related parties
Trade balances due from
Eros Worldwide FZ LLC
Eros International Films Private Limited
Eros International Limited
Eros International Ltd USA INC
ErosNow Private Limited
Eros Digital FZ LLC
Total
Trade balances due to
Eros International Limited
Big Screen Entertainment Private Limited
Colour Yellow Productions Private Limited
Eros International Films Private Limited
ErosNow Private Limited
Eros Digital FZ LLC
Total
Advances due to
Eros Worldwide FZ LLC
Total
Amount ` in lakhs
Year ended
31 March 2023
Year ended
31 March 2022
-
-
-
-
(0)
(0)
-
-
-
-
971
971
899
-
899
13
180
193
0
0
123
123
(0)
(0)
590
-
3,022
1,162
3,225
7,409
665
120
785
-
-
-
Amount ` in lakhs
As at
31 March 2023
As at
31 March 2022
42,384
5,479
7,476
3,120
7
6,829
65,295
317
96
3,227
54
123
20,781
24,599
3,333
3,333
40,645
2,756
8,653
2,884
8
5,649
60,595
293
96
3,227
54
123
19,208
23,003
3,333
3,333
EROS INTERNATIONAL MEDIA LIMITED 79
STANDALONE FINANCIAL STATEMENTS
Notes
to the standalone financial statements and other explanatory information
42
Related party disclosures continued
e) Balances with related parties
Loans due to
Eros Digital Private Limited
Eros International Films Private Limited
ErosNow Private Limited
EyeQube Studios Private Limited
Total
Content advances given to
Colour Yellow Productions Private Limited
Total
Loans and advances due from
EM Publishing Private Limited
Digicine Pte Limited
Eros Animation Private Limited
Total
Security Deposits/Amounts due from KMPs or their relatives
Mr. Sunil Lulla
Mrs. Manjula Lulla
Mr. Kishore Lulla
Total
Amounts due to KMPs or their relatives
Mr. Sunil Lulla
Mr. Kishore Lulla
Mrs. Manjula Lulla
Mrs. Krishika Lulla
Mrs. Meena Lulla
Total
Terms and conditions
All outstanding balances are unsecured and repayable in cash.
43 Categories of financial assets and financial liabilities
The carrying value of financial instruments by categories are as follows:
Particulars
Financial assets
Measured at fair value through profit and loss
Investments*
Total
Measured at amortised cost
Loans
Restricted deposits
Other financial assets
Trade receivables
Cash and cash equivalents
Total
Measured at amortised cost
Borrowings
Acceptance
Trade payables
80
ANNUAL REPORT 2022-23
Amount ` in lakhs
As at
31 March 2023
As at
31 March 2022
725
7,858
4,044
63
671
7,287
3,670
58
12,690
11,686
4,120
4,120
4,192
4,192
6
32
2
40
-
75
-
75
1,355
271
197
-
-
9
40
2
51
13
75
180
268
736
193
158
24
7
1,823
1,118
Amount ` in lakhs
As at
31 March 2023
As at
31 March 2022
2,450
2,450
1,072
89
1,862
72,317
7,607
82,947
25,445
-
56,876
2,450
2,450
1,158
536
326
65,099
152
67,271
53,009
-
28,872
|
CORPORATE OVERVIEW MANAGEMENT REPORT
| FINANCIAL MANAGEMENT
Notes
to the standalone financial statements and other explanatory information
43 Categories of financial assets and financial liabilities continued
Particulars
Other financial liabilities
Lease Liabilities
Total
Amount ` in lakhs
As at
31 March 2023
As at
31 March 2022
5,212
0
87,532
2,818
1,649
86,348
* Exclude financial instruments of investment in subsidiaries carried at cost.
44 Fair value measurement of financial instruments
Financial assets and financial liabilities measured at fair value in the balance sheet are grouped into three Levels of a fair value hierarchy. The three
Levels are defined based in the observability of significant inputs to the measurement, as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e as price) or indirectly
(i.e. derived from price)
Level 3: unobservable inputs for the asset or liability
a.
The following table shows the Levels within the hierarchy of financial assets and liabilities measured at fair value on a recurring basis:
Particulars
Financial assets
Measured at fair value through Statement of Profit
and Loss
Investments*
Total
As at
31 March 2023
Level 1
Level 2
Level 3
Amount ` in lakhs
2,450
2,450
-
-
-
-
2,450
2,450
b.
The following table shows the financial assets and liabilities measured at amortised cost on a recurring basis:
Amount ` in lakhs
Particulars
Measured at amortised cost
Financial assets
Loans
Restricted bank deposits
Other financial assets-Non Current
Other financial assets- Current
Trade receivables
Cash and cash equivalents
Total
Financial liabilities
Measured at amortised cost
Borrowings-Non Current
Borrowings- Current
Acceptance
Trade payables
Other financial liabilities
Total
As at
31 March 2023
Level 1
Level 2
Level 3
1,073
89
82
1,780
72,317
7,607
82,948
1,500
23,944
-
56,876
5,212
87,532
-
-
-
-
-
-
-
-
-
82
-
-
-
82
1,500
-
-
-
-
-
-
-
-
1,500
-
* *Exclude financial instruments of investment in subsidiaries carried at cost.
During the year ended 31 March 2023 there was no transfers between level 2 and level 3 fair value hierarchy.
Fair value of cash and short term deposits, trade and other short term receivables, trade payables, other current liabilities and short term borrowings
carried at amortised cost is not materially different from its carrying cost largely due to short term maturities of these financial assets and liabilities
Fair value of the borrowing items fall within level 2 of the fair value hierarchy and is calculated on the basis of discounted future cash flows.
Non-listed shares and other securities fall within level 3 of the fair value hierarchy. Valuation is based on the discounted future cash flow method.
Financial instruments with fixed and variable interest rate fall within level 2 of the fair value hierarchy and are evaluated by Company based on
parameters such as interest rate, credit rating or assessed credit worthiness.
EROS INTERNATIONAL MEDIA LIMITED 81
STANDALONE FINANCIAL STATEMENTS
Notes
to the standalone financial statements and other explanatory information
44 Fair value measurement of financial instruments continued
a. The following table shows the Levels within the hierarchy of financial assets and liabilities measured at fair value on a recurring
basis:
Particulars
Financial assets
Measured at fair value through profit and loss
Investments*
Total
As at
31 March 2022
Level 1
Level 2
Level 3
Amount ` in lakhs
2,450
2,450
-
-
-
-
2,450
2,450
b.
The following table shows the financial assets and liabilities measured at amortised cost on a recurring basis:
Particulars
Measured at amortised cost
Loans
Restricted bank deposits
Other financial assets-Non current
Other financial assets-Current
Trade receivables
Cash and cash equivalents
Total
Financial liabilities
Measured at amortised cost
Borrowings-Non Current
Borrowings- Current
Acceptance
Trade payables
Other financial liabilities
Lease Liabilities
Total
As at
31 March 2022
Level 1
Level 2
Level 3
Amount ` in lakhs
1,158
536
236
90
65,099
152
67,271
6,124
46,885
-
28,872
2,818
1,649
86,348
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
236
-
-
-
236
6,124
-
-
-
-
6,124
-
-
-
-
-
-
-
-
-
-
-
-
-
*Exclude financial instruments of investment in subsidiaries carried at cost.
During the year ended 31 March 2022 there was no transfers between level 2 and level 3 fair value hierarchy.
Fair value of cash and short term deposits, trade and other short term receivables, trade payables, other current liabilities and short term
borrowings carried at amortised cost
is not materially different from its carrying cost largely due to short term maturities of these financial assets
and liabilities
Following table shows the reconciliation from the opening balances to the closing balances of the level 3 values:-
Particulars
Balance as on 1 April 2021
Add: Employee stock option compensation expense to employee's of subsidiary
Less: Fair value loss recognised through profit and loss
Balance as on 31 March 2022
Add: Employee stock option compensation expense to employee's of subsidiary
Less: Fair value loss recognised through profit and loss
Balance as on 31 March 2023
Amount ` in lakhs
2,460
-
(10)
2,450
-
0
2,450
82
ANNUAL REPORT 2022-23
|
CORPORATE OVERVIEW MANAGEMENT REPORT
| FINANCIAL MANAGEMENT
Notes
to the standalone financial statements and other explanatory information
Financial asset
Fair value as at
(` in lakhs)
Investment in
unquoted
equity share
31 March 2023 31 March 2022
Equity share
of :- ErosNow
Private limited
(Formerly known
as Universal
Power Systems
Private Limited)
- ` 2,447
Equity share
of :- ErosNow
Private limited
(Formerly known
as Universal
Power Systems
Private Limited)
- ` 2,450
Fair value
hierarchy
Valuation
techniques and
key inputs
Significant
unobservable
input
Relationship of
unobservable
input to fair value
Level 3
The significant
inputs were:-
a) the estimated
cash flow; and
b) the discount
rate to compute
the present
value of the
future expected
cash flow.
A 1 % increase /
decrease in the
discount rate used
would decrease/
increase the fair
value of unquoted
equity instruments
by
` NIL / ` NIL
(` NIL / ` NIL As at
31 March 2022).
Income approach
- In this approach,
the discounted
cash flow method
was used to
capture the
present value
of the expected
future economic
benefit to be
derived from the
ownership of these
equity instruments.
45 Financial instruments and Risk management
The Company is exposed to various risks in relation to financial instruments. The Company’s financial assets and liabilities by category are
summarised in note 43 The main types of risks are market risk, credit risk and liquidity risk.The Company’s risk management is coordinated in close
cooperation with the board of directors and audit committee meetings.The Company has established objectives concerning the holding and use of
financial instruments. The underlying basis of these objectives is to manage the financial risks faced by the Company.Formal policies and
guidelines have been set to achieve these objectives. The Company does not enter into speculative arrangements or trade in financial instruments
and it is the Company’s policy not to enter into complex financial instruments unless there are specific identified risks for which such instruments
help mitigate uncertainties.
Management of Capital Risk and Financial Risk
The Company manages its capital to ensure that it will be able to continue as a going concern while maximizing the return to shareholders through
the optimization of the debt and equity balance. The Company monitors capital using a gearing ratio, which is net debt divided by total capital. For
the purpose of the Company’s capital management, capital includes issued capital and all other equity reserves attributable to the equity
shareholders of the Company. Net debt is calculated as borrowing (refer note 19,25 and 26) less cash and cash equivalents.
The gearing ratio at the end of the reporting period was as follows:
Debt
Less: Cash and cash equivalents
Net debt
Equity
Net debt to equity
Financial risk management objectives
Amount ` in lakhs
As at
31 March 2023
As at
31 March 2022
25,445
(7,607)
17,838
10,164
1.75
53,009
(152)
52,857
21,476
2.46
Based on the operations of the Company , Management considers that key financial risks that it faces are credit risk, currency risk, liquidity risk and
interest rate risk. The objectives under each of these risks are as follows:
•
•
•
•
credit risk: minimize the risk of default and concentration.
currency risk: reduce exposure to foreign exchange movements principally between INR and USD.
liquidity risk: ensure adequate funding to support working capital and future capital expenditure requirements.
interest rate risk: mitigate risk of significant change in market rates on the cash flow of issued variable rate debt.
Credit Risk
The Company’s credit risk is principally attributable to its trade receivables, loans and bank balances. As a number of the Company’s trading
activities require third parties to report revenues due to the Company this risk is not limited to the initial agreed sale or advance amounts. The
amounts shown within the Balance Sheet in respect of trade receivables and loans are net of allowances for doubtful debts based upon objective
evidence that the Company will not be able to collect all amounts due.
Trading credit risk is managed on a customer by customer basis by the use of credit checks on new clients and individual credit limits, where
appropriate, together with regular updates on any changes in the trading partner’s situation. In a number of cases trading partners will be required
to make advance payments or minimum guarantee payments before delivery of any goods. The Company reviews reports received from third
parties and in certain cases as a matter of course reserve the right within the contracts it enters into to request an independent third party audit of the
revenue reporting.
EROS INTERNATIONAL MEDIA LIMITED 83
STANDALONE FINANCIAL STATEMENTS
Notes
to the standalone financial statements and other explanatory information
The credit risk on bank balances is limited because the counterparties are banks with high credit ratings as signed by international credit rating agencies.
The Company from time to time will have significant concentration of credit risk in relation to individual theatrical releases, television syndication deals or
digital licenses. This risk is mitigated by contractual terms which seek to stagger receipts and/or the release or airing of content. As at 31 March 2023 95 %
(31 March 2022: 93%) of trade account receivables were represented by the top 5 customer, out of which as at 31 March 2023 85% % (31 March 2022:
93%) of trade account receivables were represented by the related parties. The maximum exposure to credit risk is that shown within the statement of
financial position.
As at 31 March 2023, the Company did not hold any material collateral or other credit enhancements to cover its credit risks associated with its financial
assets
Currency Risk
The Company is exposed to foreign exchange risk from foreign currency transactions. As a result it faces both translation and transaction currency risks
which are principally mitigated by matching foreign currency revenues and costs wherever possible.
The Company has identified that it will need to utilize hedge transactions to mitigate any risks in movements between the US Dollar and the Indian Rupee
and has adopted an agreed set of principles that will be used when entering into any such transactions. No such transactions have been entered into to
date and the Company has managed foreign currency exposure to date by seeking to match foreign currency inflows and outflows as much as possible
such as packing credit repayment in USD is matched with remittances from UAE in USD. Details of the foreign currency borrowings that the Company
uses to mitigate risk are shown within Interest Risk disclosures.
The Company adopts a policy of borrowing where appropriate in the foreign currency as a hedge against translation risk. The table below shows the
Company’s net foreign currency monetary assets and liabilities position in the main foreign currencies, translated to Indian Rupees(INR) equivalents, as
at the year end:
As at 31 March 2023
As at 31 March 2022
*amount represents less than one lakh
Net balance receivables / (payables)
INR
` lakhs
35,529
42,025
USD
442
548
SGD*
EUR
0
0
-
-
The above foreign currency arises when the Company holds monetary assets and liabilities denominated in a currency other than INR.
A uniform decrease of 10% in exchange rates against all foreign currencies in position as of 31 March 2023 would have decreased in the Company’s net
loss before tax by approximately ` 3,553 lakhs (31 March 2022 : profit of ` 4,203 lakhs). An equal and opposite impact would be experienced in the event
of an increase by a similar percentage.
Liquidity risk
The Company manages liquidity risk by maintaining adequate reserves and agreed committed banking facilities. Management of working capital takes
account of film release dates and payment terms agreed with customers.
A maturity analysis for financial liabilities is provided below. The amounts disclosed are based on contractual undiscounted cash flows. The table includes
both interest and principal cash flows. To the extent that interest flows are floating rate, the undiscounted amount is derived from interest rates as at 31
March, in each year.
Total
Less than 1
year
1-3 years
3-5 years
Amount ` in lakhs
More than 5
years
25,445
23,945
-
-
-
-
62,088
37,763
24,324
-
-
-
1,500
-
-
-
-
-
Total
Less than 1
year
1-3 years
3-5 years
Amount ` in lakhs
More than 5
years
53,009
46,885
4,624
1,500
-
31,690
1,649
-
-
12,584
541
19,107
1,108
-
-
-
-
-
-
-
As at 31 March 2023
Borrowing principal payments
Acceptance
Trade and other payables
Lease Liabilities
As at 31 March 2022
Borrowing principal payments
Acceptance
Trade and other payables
Lease Liabilities
84
ANNUAL REPORT 2022-23
|
CORPORATE OVERVIEW MANAGEMENT REPORT
| FINANCIAL MANAGEMENT
Notes
to the standalone financial statements and other explanatory information
A
t 31 March 2023, the Company had facilities available of 115.07 Lakhs (31 March 2022: 41,299 Lakhs)
`
`
Interest rate risk
The Company is exposed to interest rate risk as the Company has borrowed funds at floating interest rates. The risk is managed as the loans are at
floating interest rates which is aligned to the market.
A uniform increase of 100 basis points in interest rates against all borrowings in position as of 31 March 2023 would have decreased in the
Company’s net profit before tax by approximately ` 254 Lakhs (31 March 2022:decrease net profit before tax of ` 530 Lakhs ). An equal and opposite
impact would be experienced in the event of a decrease by a similar basis.
46 Auditors’ remuneration
As auditor
Statutory audit
Limited review
Tax audit
In other capacity
Other services (certification fees)
Total
Amount ` in lakhs
Year ended
31 March 2023
Year ended
31 March 2022
61
18
-
79
4
4
83
114
15
-
129
10
10
139
47 There are amount payable as at the year end to micro, small and medium enterprises as defined in The Micro, Small & Medium
Enterprises Development Act, 2006. Detail disclosure on it given below :
Particulars
Sl
No
1
2
3
4
5
6
7
Principal amount due to suppliers registered under the MSMED Act and remaining
unpaid as at year end
Interest due to suppliers registered under the MSMED Act and remaining unpaid as at
year end
Principal amount paid to suppliers registered under the MSMED Act beyond the
appointed day during the year
Interest paid, other than under Section 16 of MSMED Act, to suppliers registered under
the MSMED Act, beyond the appointed day during the year
Read more at: https://taxguru.in/company
Interest paid, under Section 16 of MSMED Act, to suppliers registered under the
MSMED Act, beyond the appointed day during the year
Interest due and payable towards suppliers registered under MSMED Act, for
payments already made
Further interest remaining due and payable for earlier years
Amount ` in lakhs
As on
31 March 2023
As on
31 March 2022
135
7
-
-
-
-
-
53
3
-
-
-
-
-
Amount ` in lakhs
47.1 Trade Payables Ageing
As at 31st March 2023 :
Particulars
MSME
Others
Disputed-MSME
Disputed-Others
Total
Outstanding for following periods from due date of payment
Not Due Less than 1 year
1-2 years
More than
2-3 years
3 years
0
27,453
-
-
127
372
-
-
1
1,389
-
-
15
137
-
-
Total
143
-
3,057
32,408
-
-
-
-
27,453
499
1,390
152
3,057
32,551
EROS INTERNATIONAL MEDIA LIMITED 85
STANDALONE FINANCIAL STATEMENTS
Notes
to the standalone financial statements and other explanatory information
As at 31st March 2022 :
Particulars
MSME
Others
Disputed-MSME
Disputed-Others
Total
Amount ` in lakhs
Outstanding for following periods from due date of payment
Not Due Less than 1 year
1-2 years
2-3 years > 3 years
Total
27
3,115
-
-
29
1,296
-
-
-
-
-
56
161
4,164
998
9,734
-
-
-
-
-
-
-
-
3,142
1,325
161
4,164
998
9,790
48
49
50
51
As per the provision of the Act, a Corporate Social Responsibility (CSR) committee has been formed by the Company. CSR objects chosen by the
Company primarily consist of promoting education, promoting gender equality, empowering women, setting up homes and hostels for women and
orphans etc. As per the provisions of the Act, gross amount required to be spent by the Company is ` NIL (31 March 2022 : ` NIL), of which ` NIL (31
March 2022 : ` Nil lakh) have spent during current year.
The Company has during the year entered into an transaction for outright purchase of musical rights from its group entity Eros World Wide FZ LLC
(EWW). The said music rights purchased from the group entity were sold pursuant to a binding sale agreement which included all rights, title and
interests related thereto in the last quarter of the financial year.
One Time Restructuring (OTR) under RBI’s Resolution Framework for Covid-19 related stress as per RBI circular dated 6 August 2020 and
Resolution Framework for Covid-19 related stress – Financial Parameters dated 7 September 2020 were invoked by the company and the
consortium bankers on 24 December 2020. The said resolution plan was duly approved and implemented by the company’s bankers on 22 June
2021 with effect from the cut-off date as 1 January 2021 and accordingly, the outstanding debts liabilities were regularized and restructured and the
impact of the said restructuring has been taken in the financial result for the year ended 31 March 2022 based on the OTR framework agreement,
bank sanction letters and other related documents.
As of March 31, 2023, the company has incurred a net loss of 11,331 lakhs during the year ended on the same date. Additionally, the company has
defaulted on payments of statutory dues and there have been delays in repaying borrowings and interest on certain occasions. These
circumstances give rise to material uncertainties that could significantly affect the company's ability to continue operating as a going concern. To
address these challenges, the company has implemented various measures to enhance liquidity, such as restructuring borrowing facilities,
conserving cash through cost-saving initiatives, and maximizing revenue by entering into long-term contracts to monetize the film/music library and
recover overdue trade receivables. The company has taken these uncertainties and measures into account when preparing its financial forecasts.
Therefore, based on these considerations, management has decided to continue preparing the financial results on a going concern basis.
52 Leases
Company as a lessee
The company’s leased assets primarily consist of offices. Lease of the office premises generally have lease term of 5 years.
(a) The carrying amount of Right to use assets and the movements during the year are given in note 3.
(b) The carrying amount of lease liabilities and the movements during the year:-
Amount in ` Lakhs
Particulars
Opening balance
Addition
Accretion of Interest
Reversal due to cancellation
Payment made
Closing balance
(c)
The amount relating to leases recognized in statement of profit and loss
Depreciation of right of use of assets
Interest expense on lease liability
Total
(d) Undiscounted maturity analysis of lease liabilities as at end of the year
Less than 1 year
One to five year
More than 5 year
86
ANNUAL REPORT 2022-23
Year ended
31 March 2023
Year ended
31 March 2022
1,649
2,137
-
-
1,296
353
-
-
-
-
-
-
-
-
-
488
1,649
4
-
4
541
1,108
-
|
CORPORATE OVERVIEW MANAGEMENT REPORT
| FINANCIAL MANAGEMENT
Notes
to the standalone financial statements and other explanatory information
53
`
42,384 lakhs from Eros Worldwide FZ LLC (“EWW”)(" Company having significant influence"),
7,476
The Company has trade receivables of
3,120 lakhs from Eros International USA Inc. (fellow subsidiary of EWW).
lakhs from Eros International Limited UK (fellow subsidiary of EWW) and
Dues of EWW of
13,231 lakhs are overdue. As per the management accounts for year ended March 31, 2023, net worth of these companies has
been eroded and has incurred losses in that year. Further, EWW has made significant write down in the carrying amount of film content. The parent
Company of aforesaid entities i.e. Eros Media World PLC is committed to continue to support these entities. Based on the future business plans of
EWW, management is confident of recovery of above dues from related parties and does not require any provisions.
`
`
`
54 Ratio Analysis
Particulars
Sr.
No.
FY 2022-23
FY 2021-22 % Change
Remarks for Variation
Current Ratio
1.08
0.89
22.21% Due to increase in cash and cash
1
2
3
4
5
6
7
8
9
Debt Equity Ratio
Debt Service Coverage Ratio
Return on Equity
Inventory Turnover Ratio
Trade Receivables Turnover Ratio
Trade Payables Turnover Ratio
Net Capital Turnover Ratio
Net Profit Ratio
10
11
Return on Capital Employed
Return on Investments
2.50
1.09
(1.11)
NA
0.59
0.57
0.68
(0.26)
(0.02)
0.68
equivalents and Trade Receivables
2.47
1.58
1.43%
-31.35% Due to loss during the year
0.02
-6750.43% Due to loss during the year
NA
0.34
NA NA
82.26% Due to increase in sales and trade
receuvables during the current year
(0.01)
-5795.73% Due to increase in operating expenses
and creditors in the current year
1.02
164.36% Due to increase in sales in the current
year
0.02
-1702.28% Due to loss during the year
0.10
0.26
-199.62% Due to loss during the year
164.36% Due to decrease in overall total assets
54.1 Formula for computation of ratios are as follows :
Particulars
Sr.
No.
Formula
1
2
3
4
5
6
7
8
9
Current Ratio
Debt Equity Ratio
Debt Service Coverage Ratio
Return on Equity Ratio
Inventory Turnover Ratio
Current Assets /Current Liabilities
Total Debt / Total Equity
Earnings before Interest, Depreciation, amortization of film rights(net), Tax and
Exceptional items / (Interest Expense + Principal Repayments made during the
period for long term loans)
Profit After Tax (Attributable to Owners) / Average Net Worth
Cost of Goods Sold/ ( Average Inventories of Finished Goods, Stock-in-
Process and Stock-in-Trade)
Trade Receivables Turnover Ratio
Value of Sales & Services / Average Trade Receivables
Trade Payables Turnover Ratio
(Cost of Materials Consumed (after adjustment of RM Inventory) +
Purchases of Stock-in-Trade + Other Expenses ) / Average Trade Payables
Net Capital Turnover Ratio
Value of Sales & Services / Net Worth
Net Profit Ratio
Profit After Tax ( after Exceptional items) / Value of Sales & Services
10
Return on Capital Employed (Excluding
Working Capital financing)
(Net Profit After Tax + Deferred Tax Expense/(Income) + Finance Cost (-) Other
Income)/ Average Capital Employed
11
Return on Investments
Other Income (Excluding Dividend)/ Average Cash, Cash Equivalents & Other
Marketable Securities
EROS INTERNATIONAL MEDIA LIMITED 87
Balance outstanding
(` in lakhs)
Relationship with Struck off
company
STANDALONE FINANCIAL STATEMENTS
Notes
to the standalone financial statements and other explanatory information
55 Other Statutory Information
(i) Balances outstanding with Nature of transactions with struck off companies as per Section 248 of the Companies Act, 2013:
Balance outstanding
(`in lakhs)
Relationship with Struck off
company
Name of struck of Company
FY 2022-23
Sr.
No.
1
Space Cable Network
Nature of transactions
with struck-off Company
Trade Receivable *
My Chanel India Pvt. Ltd.
Trade Receivable *
Satellite Cable Communication
Trade Receivable *
R K Digital Network Pvt. Ltd.
Trade Receivable *
Bhusawal Cable Network Pvt. Ltd.
Trade Receivable *
Colour Yellow Pictures Pvt. Ltd.
Trade Payable
Red Eye Kraft Private Limited
Content Advances **
895
Dreams Broking Pvt. Ltd.
Equity share capital *
Kothari Intergroup Ltd.
Equity share capital *
(No. of share - 1)
(No. of share - 1)
FY 2021-22
Name of struck of Company
Space Cable Network
Nature of transactions
with struck-off Company
Trade Receivable *
My Chanel India Pvt. Ltd.
Trade Receivable *
Satellite Cable Communication
Trade Receivable *
R K Digital Network Pvt. Ltd.
Trade Receivable *
Bhusawal Cable Network Pvt. Ltd.
Trade Receivable *
Colour Yellow Pictures Pvt. Ltd.
Trade Payable
Nil
0
2
0
0
7
0
0
2
0
0
7
2
3
4
5
6
7
8
9
Sr.
No.
1
2
3
4
5
6
7
8
9
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
Red Eye Kraft Private Limited
Content Advances **
895
Dreams Broking Pvt. Ltd.
Equity share capital *
Kothari Intergroup Ltd.
Equity share capital *
(No. of share - 3)
(No. of share - 1)
* Value below ` 1 lakh
** Company has made provision against the same
(ii)
The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the
understanding that the Intermediary shall:
a)
Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate
Beneficiaries) or
b)
Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(iii)
The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding
(whetzher recorded in writing or otherwise) that the Company shall:
a)
Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate
Beneficiaries) or
b)
Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(iv)
The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as
income during the year in the tax assessments under the Income-tax Act, 1961.
(v)
The Company have not traded or invested in Crypto currency or virtual currency during the financial year.
(vi) No proceedings have been initiated on or are pending against the company for holding benami property under the Benami Transactions
(Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.
(vii) Company have not been declared wilful defaulter by any bank or financial institution or government or any government authority.
(viii
(ix)
56
The company has complied with layers prescribed in Companies Act, 2013.
The company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.
Inventory includes accumulated film right costs amounting to ` 850 Lakhs wherein there has been no movement since March 2021. The
management is of the opinion that realisable value of the said Film rights will be equal to / more than cost of Inventory, hence, no provision towards
impairment needs to be made as on date.
88
ANNUAL REPORT 2022-23
|
CORPORATE OVERVIEW MANAGEMENT REPORT
| FINANCIAL MANAGEMENT
Notes
to the standalone financial statements and other explanatory information
57
58
As on March 31, 2023, Content advances aggregate to ` 20,996 Lakhs (net of provision). Based on the various initiatives of Capital infusion as well
as Monetisation of Rights, the management is of the opinion that the content advances which are for continuing projects are all good and realizable
and no further provision is required other than those already created in the books of account.
Securities and Exchange Board of India (SEBI) has vide its letter dated October 31, 2022 has appointed the Forensic Auditor to verify the
Consolidated Financial Statements of the Group for financial year ended March 31, 2018, March 31, 2019 and March 31, 2020. The Company
continues to fully cooperate with SEBI as well as SEBI appointed forensic auditors to ensure completion of independent review by SEBI.
59
The Company would be seeking approval of share holders, in ensuing annual general meeting to approve the excess remuneration- of `. 394 lakhs
accrued/paid to Vice Chairman and Managing Director for the year ended March 31, 2023, arising due to inadequate profits during the year.
60
Previous year’s figures have been regrouped, reclassified wherever necessary to correspond with current year classification /disclosure.
61
Post reporting date events
No adjusting or significant non-adjusting events have occurred between 31 March 2023 and the date of authorisation of these standalone financial
statements.
62
Authorisation of financial statements
The financial statement for the year ended 31 March 2023 ( including comparatives) were adopted by the Board of Directors on 29 May 2023.
For Haribhakti & Co LLP
Chartered Accountants
Firm Registration No.: 103523W/W100048
Sumant Sakhardande
Partner
Membership No: 034828
Place: Mumbai
Date : May 29 2023
For and on behalf of Board of Directors
Sunil Lulla
Executive Vice Chairman &
Managing Director
(DIN: 00243191)
Rajesh Chalke
Chief Financial Officer
Pradeep Dwivedi
Executive Director and
Chief Executive Officer
(DIN: 07780146)
Vijay Thaker
Vice President - Company Secretary
and Compliance Officer
Date : May 29 2023
Date : May 29 2023
EROS INTERNATIONAL MEDIA LIMITED 89
Consolidated
Financial
Statements
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CORPORATE OVERVIEW MANAGEMENT REPORT
| FINANCIAL MANAGEMENT
INDEPENDENT AUDITOR’S REPORT
To the Members of
EROS INTERNATIONAL MEDIA LIMITED
Report on the Audit of the Consolidated Ind AS Financial
Statements
Qualified Opinion
We have audited the accompanying consolidated Ind AS financial
statements of Eros International Media Limited (hereinafter referred
to as "the Holding Company") and its subsidiaries (the Holding
Company and its subsidiaries together referred to as "the Group")
comprising of the Consolidated Balance Sheet as at March 31, 2023,
the Consolidated Statement of Profit and Loss (including Other
Comprehensive Income), the Consolidated Statement of Changes in
Equity and the Consolidated Statement of Cash Flows for the year then
ended, and notes to the consolidated Ind AS financial statements
including a summary of the significant accounting policies and other
explanatory information (hereinafter referred to as "consolidated Ind AS
financial statements").
In our opinion and to the best of our information and according to the
explanations given to us and based on the consideration of reports of
other auditors on separate Ind AS financial statements and on the other
financial information of the subsidiaries, except for the effects/possible
effects of the matters described in Basis for Qualified Opinion section of
our report, the aforesaid consolidated Ind AS financial statements give
the information required by the Companies Act, 2013 ("the Act") in the
manner so required and give a true and fair view in conformity with the
accounting principles generally accepted in India including the Indian
Accounting Standards ("Ind AS") prescribed under section 133 of the
Act, read with the Companies (Indian Accounting Standards) Rules,
2015, as amended, of the consolidated state of affairs of the Group as
at March 31, 2023, their consolidated
loss (including other
comprehensive income), their consolidated changes in equity and their
consolidated cash flows for the year ended on that date.
Basis for Qualified Opinion
We draw attention to the following matters in the notes to the
Consolidated Ind AS financial statements:
(a) Note 53 to the consolidated Ind AS financial statements regarding
trade receivables from group entities. The Group has trade
Receivables from group entities amounting to ` 43,205 Lakhs
from Eros Worldwide FZ LLC ("EWW"), ` 7,476 Lakhs from Eros
International Limited UK and ` 3,120 Lakhs
from Eros
International USA Inc.. Receivable of ` 14,052 Lakhs (net of
payables of ` 29,153 Lakhs) from EWW which are overdue for
long period of time, payments for which are not forthcoming.
Basis the management accounts provided to us for year ended
March 31, 2023, Net Worth of above said group entities have fully
eroded and have incurred losses during the year. Basis the matter
of facts stated as above with respect to financial viability of these
companies, we are unable to comment on the extent of the
recoverability of the carrying value of the above receivables and
the consequential effects on the loss for the year ended March 31,
2023.
(b) Note 53 to the consolidated Ind AS financial statements regarding
no provision being created by the Group in respect of its trade
receivables from group entities as per expected credit loss (ECL)
in accordance with IND AS 109 Financial Instruments amounting
to ` 20,513 Lakhs. The loss for the year ended March 31, 2023 is
understated to that extent. The management considers that the
since the receivable are from group entities, they are good and
fully recoverable and no provision is required in respect of said
receivables. Consequently, provision for expected credit loss and
loss for the year is understated by ` 20,513 lakhs.
(c) Note 56 to the consolidated Ind AS financial statements wherein
as mentioned the Securities and Exchange Board of India (SEBI)
has appointed Forensic Auditor to verify the Consolidated
Financial Statements of the Company for financial year ended
March 31, 2018, March 31, 2019 and March 31, 2020 and status
on the matter as on date. In the absence of any conclusion of the
matter as on date and receipt of communication from SEBI in this
regard, we are unable to state impact, if any, this has on the
Statement.
We conducted our audit in accordance with Standards on Auditing
(SAs) specified under section 143(10) of the Act. Our responsibilities
under those Standards are further described in the Auditor's
Responsibilities for the Audit of the Consolidated Ind AS Financial
Statements section of our report. We are independent of the Group in
accordance with the Code of Ethics issued by the Institute of Chartered
Accountants of India ("ICAI") together with the ethical requirements that
are relevant to our audit of the consolidated Ind AS financial statements
under the provisions of the Act and Rules thereunder, and we have
fulfilled our other ethical responsibilities in accordance with these
requirements and the Code of Ethics. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a
basis for our qualified opinion on the consolidated Ind AS financial
statements.
Material Uncertainty Related to Going Concern
We draw attention to Note 51 to the consolidated Ind AS financial
statements which indicates that the Group has incurred a net losses of
` 11,978 Lakhs for the year ended March 31, 2023 and as of that date,
the Group's current liabilities exceeded its current assets by ` 10,513
Lakhs. As stated in Note 51, these events or conditions, along with
other matters as set forth in Note 51, indicate that a material uncertainty
exists that may cast significant doubt on the Group's ability to continue
as a going concern. The assumption of going concern is subject to
Group's proposal to raise funds through monetization of its film/ music
library rights as well as its noncore assets, mobilization of additional
funds through recovery of dues from its group entities and other
strategic initiatives.
Our opinion is not modified in respect of this matter.
Emphasis of Matter
We draw attention to the following matters in the notes to the
consolidated Ind AS financial statements:
a)
b)
Note 57 to the consolidated Ind AS financial statements with
respect to the value of inventories which includes accumulated
film rights costs amounting to ` 850 Lakhs as on March 31, 2023,
we have relied on the management for realizable value of such
inventory, being a technical matter.
Note 58 to the consolidated Ind AS financial statements with
respect to content advances given for film projects having
aggregate value of ` 15,264 Lakhs (net of provision amounting to
` 107,018 Lakhs) as on March 31, 2023, the management backed
by valuation reports from an Independent valuer is of the opinion
that adequate provision has been created in the books of
accounts with respect to such advances and that the balance
amount is recoverable and no further provision is required. This
EROS INTERNATIONAL MEDIA LIMITED 91
CONSOLIDATED FINANCIAL STATEMENTS
being a technical matter has been relied upon by us.
Our opinion is not modified in respect of these matters.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment,
were of most significance in our audit of the consolidated Ind AS
financial statements of the current year. These matters were addressed
in the context of our audit of the consolidated Ind AS financial
statements as a whole, and in forming our opinion thereon, and we do
not provide a separate opinion on these matters. In addition to the
matters described in the basis for qualified opinion section, material
uncertainty related to going concern section above, as also further read
with our observations in Emphasis of Matter section above, we have
determined the matter described below to be the key audit matter to be
communicated in our report.
Sr. No. Key audit matter
How our audit addressed the key audit matter
1.
Revenue recognition
(Refer Note No 29 to the Consolidated
Ind AS Financial Statements)
theatrical
The Group records
income,
license fees, and distribution revenue (net
of sales-related taxes) when control of the
associated products is transferred, and
fulfilled
performance obligations are
according to the specific terms outlined in
the contracts. The accounting treatment of
revenue is a significant matter for our audit
due
to the different revenue streams
involved and the level of judgment required.
Our audit procedures were performed to ensure the accuracy and compliance of the Group's
revenue recognition practices with relevant accounting standards which is as detailed below :
1)
2)
3)
4)
Gaining an understanding of the design, implementation, and effectiveness of the
Group's key internal controls over the revenue recognition process.
Reviewing significant contracts executed near the year-end to ensure that revenue is
recognized in the correct period.
Testing a sample of contracts across various revenue streams by reconciling the
information to the contracts and verifying proof of delivery or transmission, as
applicable, to ensure revenue recognition aligns with the principles of Ind AS 115
"Revenue from Contracts with Customers".
Assessing the adequacy of the Group's disclosure practices in accordance with the
requirements of Ind AS 115.
Other Information
The Holding Company's Board of Directors is responsible for the other
information. The other information comprises the information included
in the Holding Company's Director's Report, but does not include the
standalone Ind AS financial statements, consolidated Ind AS financial
statements and our auditor's report thereon. The Director's Report is
expected to be made available to us after the date of this auditor's
report.
Our opinion on the consolidated Ind AS financial statements does not
cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the consolidated Ind AS financial
statements, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially
inconsistent with the consolidated Ind AS financial statements or our
knowledge obtained in the audit or otherwise appears to be materially
misstated.
When we read the Director's Report, if we conclude that there is a
material misstatement therein, we are required to communicate the
matter to those charged with governance and describe actions
applicable in the applicable laws and regulations.
Responsibilities of Management and Those Charged with
Governance for the Consolidated Ind AS Financial Statements
The Holding Company's Board of Directors is responsible for the
preparation and presentation of these consolidated Ind AS financial
statements in terms of the requirements of the Act that give a true and
fair view of the consolidated financial position, consolidated financial
performance (including other comprehensive income), consolidated
changes in equity and consolidated cash flows of the Group in
accordance with the accounting principles generally accepted in India,
including Ind AS prescribed under section 133 of the Act, read with the
Companies (Indian Accounting Standards) Rules, 2015, as amended.
The respective Board of Directors of the companies included in the
Group are responsible for maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding
the assets of the Group and for preventing and detecting frauds and
other irregularities; the selection and application of appropriate
accounting policies; making judgments and estimates that are
reasonable and prudent; and design,
implementation and
maintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completeness of
the accounting records, relevant to the preparation and presentation of
the Ind AS financial statements that give a true and fair view and are free
from material misstatement, whether due to fraud or error, which have
been used for the purpose of preparation of the consolidated Ind AS
financial statements by the Directors of the Holding Company, as
aforesaid.
In preparing the consolidated Ind AS financial statements, the
respective Board of Directors of the companies included in the Group
are responsible for assessing the ability of the Group to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless
management either intends to liquidate the Group or to cease
operations, or has no realistic alternative but to do so.
The respective Board of Directors of the companies included in the
Group are responsible for overseeing the financial reporting process of
the Group.
Auditor's Responsibilities for the Audit of the Consolidated Ind
AS Financial Statements
Our objectives are to obtain reasonable assurance about whether the
consolidated Ind AS financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion. Reasonable assurance is a
high level of assurance, but is not a guarantee that an audit conducted
in accordance with SAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users
taken on the basis of these consolidated Ind AS financial statements.
As part of an audit in accordance with SAs, we exercise professional
judgment and maintain professional skepticism throughout the audit.
We also:
•
Identify and assess the risks of material misstatement of the
consolidated Ind AS financial statements, whether due to fraud or
error, design and perform audit procedures responsive to those
92
ANNUAL REPORT 2022-23
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| FINANCIAL MANAGEMENT
•
•
•
•
•
risks, and obtain audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of
internal control.
auditor's report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be
expected to outweigh the public
interest benefits of such
communication.
Obtain an understanding of internal control relevant to the audit in
order to design audit procedures that are appropriate in the
circumstances. Under section 143(3)(i) of the Act, we are also
responsible for expressing our opinion on whether the Holding
Company, its subsidiary companies which are companies
incorporated in India, have adequate internal financial controls
with reference to financial statements in place and the operating
effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and
the reasonableness of accounting estimates and related
disclosures made by management.
Conclude on the appropriateness of management's use of the
going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related
to events or conditions that may cast significant doubt on the
ability of the Group to continue as a going concern. If we conclude
that a material uncertainty exists, we are required to draw
attention in our auditor's report to the related disclosures in the
consolidated Ind AS financial statements or, if such disclosures
are inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our
auditor's report. However, future events or conditions may cause
the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the
consolidated Ind AS
including the
disclosures, and whether the consolidated Ind AS financial
statements represent the underlying transactions and events in a
manner that achieves fair presentation.
financial statements,
Obtain sufficient appropriate audit evidence regarding the
financial information of the entities or business activities within the
Group of which we are the independent auditors, to express an
opinion on the consolidated Ind AS financial statements. We are
responsible for the direction, supervision and performance of the
audit of the Ind AS financial statements of such entities included in
the consolidated Ind AS financial statements of which we are the
independent auditors. For the other entities included in the
consolidated Ind AS financial statements, which have been
audited by other auditors, such other auditors remain responsible
for the direction, supervision and performance of the audits
carried out by them. We remain solely responsible for our audit
opinion.
Other Matters
(a) We did not audit the Ind AS financial statements of three
subsidiaries, whose Ind AS financial statements reflects total
assets of ` 115,407 Lakhs and net assets of ` 109,057 Lakhs as at
March 31, 2023, total revenues of ` 24,860 Lakhs and net cash
inflows amounting to ` 803 Lakhs for the year ended on that date,
as considered in the consolidated Ind AS financial statements.
These Ind AS financial statements have been audited by other
auditors whose reports have been furnished to us by the
management and our opinion on the consolidated Ind AS
financial statements, in so far as it relates to the amounts and
disclosures included in respect of these subsidiaries, and our
report in terms of section 143(3) of the Act, in so far as it relates to
the aforesaid subsidiaries, is based solely on the reports of the
other auditors.
One of this subsidiary are located outside India whose financial
statements have been prepared in accordance with accounting
principles generally accepted in their respective countries and
which have been audited by other auditor under generally
accepted auditing standards applicable in their respective
country. The Holding Company's management has converted the
financial statements of such subsidiary located outside India from
accounting principles generally accepted in their respective
country to accounting principles generally accepted in India. We
have audited these conversion adjustments made by the Holding
Company's management. Our opinion in so far as it relates to the
balances and affairs of such subsidiary located outside India is
based on the report of other auditor and the conversion
adjustments prepared by the management of the Holding
Company and audited by us.
(b)
The audit of consolidated Ind AS financial statements for the year
ended March 31, 2022, was carried out and reported by
Chaturvedi & Shah LLP, vide their unmodified audit report dated
May 29, 2022, whose report has been furnished to us by the
management and which has been relied upon by us for the
purpose of our audit of the consolidated Ind AS financial
statements.
Our opinion on the consolidated Ind AS financial statements and
our report on Other Legal and Regulatory Requirements below, is
not modified in respect of the above matters with respect to our
reliance on the work done and the reports of the other auditors.
We communicate with those charged with governance of the Holding
Company and such other entities included in the consolidated Ind AS
financial statements of which we are the independent auditors
regarding, among other matters, the planned scope and timing of the
audit and significant audit
including any significant
deficiencies in internal control that we identify during our audit.
findings,
We also provide those charged with governance with a statement that
we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and
other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance,
we determine those matters that were of most significance in the audit
of the consolidated Ind AS financial statements of the current year and
are therefore the key audit matters. We describe these matters in our
Report on Other Legal and Regulatory Requirements
(1) With respect to the matters specified in paragraphs 3(xxi) and 4 of
the Companies (Auditor's Report) Order, 2020 (the "Order"/
"CARO") issued by the Central Government in terms of section
143(11) of the Act, to be included in the Auditor's report,
according to the information and explanations given to us, and
based on the CARO reports issued by us for the Holding
Company and its subsidiaries and taking into consideration the
reports of other auditors on separate Ind AS financial statements
of subsidiaries included in the consolidated Ind AS financial
statements of the Holding Company, to which reporting under
CARO is applicable, we report in "Annexure 1" the details of the
qualifications or adverse remarks reported in the aforesaid CARO
reports.
This report does not contain a statement on the matters specified
EROS INTERNATIONAL MEDIA LIMITED 93
CONSOLIDATED FINANCIAL STATEMENTS
in paragraphs 3(xxi) and 4 of the Companies (Auditor's Report)
Order, 2020 (the "Order"/ "CARO") issued by the Central
Government of India in terms of section 143(11) of the Act with
respect to one subsidiary company included in the consolidated
Ind AS financial statements of the Holding Company, since in our
opinion and according to the information and explanations given
to us, the said Order is not applicable to the subsidiary, being
foreign company which is a company or body corporate
incorporated outside India.
(2)
As required by section 143(3) of the Act, based on our audit and
on the consideration of reports of the other auditors on separate
Ind AS financial statements and the other financial information of
subsidiaries as noted in the Other Matters section above we
report, to the extent applicable, that:
a. We have sought and, except for the effects of the matters
described in the Basis for Qualified Opinion section above,
obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the
purposes of our audit of the aforesaid consolidated Ind AS
financial statements;
b.
c.
d.
e.
f.
In our opinion, proper books of account as required by law
relating to preparation of the aforesaid consolidated Ind AS
financial statements have been kept so far as it appears
from our examination of those books and the reports of the
other auditors;
The Consolidated Balance Sheet,
the Consolidated
Statement of Profit and Loss (including Other Comprehen-
sive Income), the Consolidated Statement of Changes in
Equity and the Consolidated Statement of Cash Flows dealt
with by this report are in agreement with the relevant books
of account maintained for the purpose of preparation of the
consolidated Ind AS financial statements;
In our opinion, except for the effects of the matters
described in the Basis for Qualified Opinion section above,
the aforesaid consolidated Ind AS financial statements
comply with the Ind AS prescribed under section 133 of the
Act read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended;
The matters described in the Material Uncertainty Related to
Going Concern, Basis for Qualified Opinion and Emphasis
of Matter section above, in our opinion, may have an
adverse effect on the functioning of the Group;
On the basis of the written representations received from
the directors of the Holding Company as on March 31, 2023
and taken on record by the Board of Directors of the Holding
Company and the reports of the statutory auditors of its
subsidiary companies, incorporated in India, none of the
directors of the Group companies, incorporated in India, is
disqualified as on March 31, 2023 from being appointed as
a director in terms of section 164(2) of the Act;
g. With respect to the adequacy of the internal financial
controls with reference to financial statements of the
Holding Company, its subsidiary companies incorporated
in India and the operating effectiveness of such controls,
refer to our separate report in "Annexure 2";
j. With respect to the other matters to be included in the
Auditor's Report in accordance with the requirements of
section 197(16) of the Act, as amended:
In our opinion and to the best of our information and
according to the explanations given to us by the Holding
Company and the reports of the statutory auditors of its
94
ANNUAL REPORT 2022-23
in
incorporated
subsidiary companies
India, the
remuneration paid/ provided to the directors during the year
by the Holding Company is in excess of the limit laid down
under this section. Details of remuneration paid in excess of
the limit laid down under this section are as given in Note 59
of the consolidated Ind AS financial statements and is
subject to approval of shareholders at the ensuing annual
general meeting;
In our opinion and to the best of our information and
according to the explanations given to us, the subsidiary
companies being a private company as well as one of the
subsidiary company being foreign company which is a
company or body corporate incorporated outside India,
section 197 of the Act related to the managerial
remuneration is not applicable.;
k. With respect to the other matters to be included in the
Auditor's Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, as amended,
in our opinion and to the best of our information and
according to the explanations given to us:
(i)
(ii)
(iii)
The consolidated
Ind AS financial statements
disclose the impact of pending litigations on the
consolidated financial position of the Group - Refer
Note 39 to the consolidated Ind AS financial
statements;
Except for the effects of the matters described in the
Basis of Qualified Opinion section above, the Group
did not have any material foreseeable losses on long
term contracts including derivative contracts;
There were no amounts which were required to be
transferred to the Investor Education and Protection
Fund by the Holding Company and its subsidiary
companies incorporated in India.
(iv)(a)Based on our audit report on separate Ind AS financial
statements of the Holding Company and
its
subsidiary companies incorporated in India, and
consideration of reports of the other auditors on
separate Ind AS financial statements of its subsidiary
companies incorporated in India, whose financial
statements have been audited under the Act, the
management of the Holding Company and the
respective management of the aforesaid subsidiaries
have represented that, to the best of their knowledge
and belief, other than as disclosed in the notes to the
accounts of the consolidated Ind AS financial
statements, during the year no funds have been
advanced or loaned or invested (either from borrowed
funds or share premium or any other sources or kind
of funds) by the Group to or in any other persons or
entities, including foreign entities ("Intermediaries"),
with the understanding, whether recorded in writing or
otherwise, that the
Intermediary shall, whether,
directly or indirectly lend or invest in other persons or
entities identified in any manner whatsoever by or on
behalf of the Group ("Ultimate Beneficiaries") or
provide any guarantee, security or the like on behalf of
the Ultimate Beneficiaries;
(iv)(b) Based on our audit report on separate Ind AS
financial statements of the Holding Company and its
subsidiary companies incorporated in India, and
consideration of reports of the other auditors on
separate Ind AS financial statements of its subsidiary
companies incorporated in India, whose financial
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CORPORATE OVERVIEW MANAGEMENT REPORT
| FINANCIAL MANAGEMENT
statements have been audited under the Act, the
management of the Holding Company and the
respective management of the aforesaid subsidiaries
have represented that, to the best of their knowledge
and belief, other than as disclosed in the notes to the
accounts of the consolidated Ind AS financial
statements, during the year no funds have been
received by the Group from any persons or entities,
including foreign entities ("Funding Parties"), with the
understanding, whether recorded in writing or
otherwise, that the Group shall, whether, directly or
indirectly, lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of
the Funding Party ("Ultimate Beneficiaries") or provide
any guarantee, security or the like on behalf of the
Ultimate Beneficiaries;
(iv)(c) Based on the audit procedures that are considered
reasonable and appropriate in the circumstances,
and consideration of reports of the other auditors on
separate Ind AS financial statements of the subsidiary
companies incorporated in India, whose financial
statements have been audited under the Act, nothing
has come to our notice that has caused us to believe
that the representations under sub-clause (i) and (ii) of
Rule 11(e), as provided under (a) and (b) above,
contain any material misstatement.
(v)
The Holding Company has not declared nor paid any
dividend during the year.
AND
Further, based on the audit reports of the subsidiary
companies incorporated in India, those entities have
not declared nor paid any dividend during the year.
Hence, reporting the compliance with section 123 of
the Act is not applicable.
(vi) As proviso to rule 3(1) of the Companies (Accounts)
Rules, 2014 is applicable for the company only w.e.f.
April 1, 2023, reporting under this clause is not
applicable.
Haribhakti & Co. LLP
For
Chartered Accountants
ICAI Firm Registration No.103523W / W100048
Sumant Sakhardande
Partner
Membership No.34828
UDIN: 23034828BGWUET1505
Place: Mumbai
Date: May 29, 2023
Annexure - 1
Referred to in paragraph 1 under the heading "Report on Other legal and Regulatory Requirements" of our report of even date In terms of the
information and explanations sought by us and given by the Holding Company and the books of account and records examined by us in the normal
course of audit and to the best of our knowledge and belief and based on the consideration of report of respective auditors of the subsidiary
companies incorporated in India, we state that:
There are no qualifications or adverse remarks by the respective auditors in their report on Companies (Auditors Report) Order, 2020 of the
companies included in the consolidated financial statements other than as stated below -
Sr.
No.
Name of the Entity
CIN
Relation with Company
1.
Eros International Media Limited
L99999MH1994PLC080502
Holding Company
2.
Colour Yellow Productions
Private Limited
U92412MH2013PTC248167
Subsidiary Company
Clause number of the
CARO report which is
unfavourable or qualified
or adverse
Clause (ii) (a)
Clause (vii) (a)
Clause (vii) (b)
Clause (ix) (a)
Clause (xvii)
Clause (xviii)
No unfavourable or
qualified or adverse
remarks
3.
Copsale Limited
Not Applicable,
being a foreign company
Subsidiary Company
Not Applicable
The above does not include comments, if any, in respect of following entity, as the CARO report relating to them has not been issued by its auditor
till the date of principal auditor's report.
Name of the Entity
CIN
Relation with Company
Big Screen Entertainment Private Limited
U92110MH2005PTC156504
Subsidiary
EROS INTERNATIONAL MEDIA LIMITED 95
CONSOLIDATED FINANCIAL STATEMENTS
Balance Sheet
as at 31 March 2023
Particulars
Intangible assets under development
Trade and other receivables
Film rights
Assets
Non-current assets
Property, plant & equipment
Intangible assets
a) Content advances
b)
c) Others intangible assets
d)
Financial assets
Loans
a)
b) Restricted bank deposits
c) Other financial assets
Deferred tax assets
Other non-current assets
Total non-current assets
Current assets
Inventories
Financial assets
a)
b) Cash & cash equivalents
c) Restricted bank deposits
d) Loans and advances
e) Other financial assets
Other current assets
Total current assets
Total assets
Equity and Liabilities
Equity
Equity share capital
Other equity
Equity attributable to owners
Non-controlling Interests
Total equity
Liabilities
Non-current liabilities
Financial liabilities
a)
b)
c)
d) Other financial liabilities
Employee benefit obligations
Other non-current liabilities
Total non-current liabilities
Current liabilities
Financial liabilities
a)
c)
d)
e) Other financial liabilities
Employee benefit obligations
Other current liabilities
Current tax liabilities
Total current liabilities
Total liabilities
Total equity and liabilities
Borrowings
Trade payables
i) Total outstanding dues of micro and small enterprises
ii) Total outstanding dues of creditors other than micro and small enterprises
Lease liabilities
Borrowings
Trade payables
i) Total outstanding dues of micro and small enterprises
ii) Total outstanding dues of creditors other than micro and small enterprises
Lease liabilities
Amount ` in lakhs
Notes
Year ended
31 March 2023
Year ended
31 March 2022
2
3
3
3
3
4
10
5
21
6
7
8
9
10
11
12
13
14
15
16
17
18
19 & 52
19
20
22
23
24
52
25
26
27
28
2,589
15,264
17,286
459
4,335
1,01,522
1
147
400
1,198
1,43,201
859
64,851
9,177
88
958
1,810
5,012
82,755
2,25,956
9,591
93,190
1,02,781
887
1,03,668
39
-
21,097
204
25
324
7,331
29,020
18,803
142
48,723
-
6,644
258
15,376
3,322
93,268
1,22,288
2,25,956
4,488
24,020
26,653
715
17,154
88,678
1
343
401
10,800
1,73,253
850
60,575
408
535
862
3,843
422
67,495
2,40,748
9,588
97,023
1,06,611
1,209
1,07,820
4,674
-
19,082
1,188
25
307
6,621
31,897
41,646
120
20,851
541
3,419
290
27,401
6,763
1,01,031
1,32,928
2,40,748
Significant Accounting Policies and Key Accounting Estimates and Judgements
Notes to the Financial Statements
As per our report of even date
For Haribhakti & Co LLP
Chartered Accountants
Firm Registration No.: 103523W/W100048
For and on behalf of Board of Directors
Sumant Sakhardande
Partner
Membership No: 034828
Place: Mumbai
Date : May 29 2023
96
ANNUAL REPORT 2022-23
Sunil Lulla
Executive Vice Chairman &
Managing Director
(DIN: 00243191)
Rajesh Chalke
Chief Financial Officer
Pradeep Dwivedi
Executive Director and
Chief Executive Officer
(DIN: 07780146)
Vijay Thaker
Vice President - Company Secretary
and Compliance Officer
Date : May 29 2023
Date : May 29 2023
|
CORPORATE OVERVIEW MANAGEMENT REPORT
| FINANCIAL MANAGEMENT
Statement of Profit and Loss
for the year ended 31 March 2023
Particulars
Revenue
Revenue from operations
Other income
Total revenue
Expenses
Purchases/operating expenses
Changes in inventories
Employee benefits expense
Finance costs
Depreciation and amortisation expense
Other expenses
Total expenses
Profit/ (loss) before tax
Tax expense
Current tax
Deferred tax
Items that will not be reclassified to profit or loss
Profit/ (loss) for the year
Other Comprehensive Income
(i)
Remeasurement gain on definted benfit plan
Income tax effect
(i)
Items that will be reclassified to profit or loss
Exchange differences on translating foreign operations
Total Other Comprehensive Income for the year
Total Comprehensive Income for the year
Net Profit/ (Loss) attibutable to :
a) Owners of the Company
b) Non Controlling Interest
Other Comprehensive Income attibutable to :
a)
b) Non Controlling Interest
Total Comprehensive Income/ (Loss) attibutable to :
a)
b)
Earnings/ (Loss) per share of face value of ` 10 each
1. Basic
2. Diluted
Significant Accounting Policies and Key Accounting Estimates and Judgements
Notes to the Financial Statements
Owners of the Company
Non Controlling Interest
Owners of the Company
Amount ` in lakhs
Notes
Year ended
31 March 2023
Year ended
31 March 2022
68,063
7,588
75,651
62,306
(9)
3,180
6,899
683
14,560
87,619
(11,968)
14
(4)
10
(11,978)
(36)
5
7,854
7,823
(4,155)
(11,656)
(322)
7,823
-
(3,833)
(322)
(12.48)
(12.48)
37,313
9,256
46,569
27,545
-
5,902
5,486
729
7,022
46,684
(115)
(24)
826
802
(917)
61
(13)
3,324
3,372
2,455
(758)
(159)
3,372
2,614
(159)
(0.96)
(0.96)
29
30
31
32
33
34
35
36
21
21
-
37
37
1
2-60
As per our report of even date
For Haribhakti & Co LLP
Chartered Accountants
Firm Registration No.: 103523W/W100048
Sumant Sakhardande
Partner
Membership No: 034828
Place: Mumbai
Date : May 29 2023
For and on behalf of Board of Directors
Sunil Lulla
Executive Vice Chairman &
Managing Director
(DIN: 00243191)
Rajesh Chalke
Chief Financial Officer
Pradeep Dwivedi
Executive Director and
Chief Executive Officer
(DIN: 07780146)
Vijay Thaker
Vice President - Company Secretary
and Compliance Officer
Date : May 29 2023
Date : May 29 2023
EROS INTERNATIONAL MEDIA LIMITED 97
CONSOLIDATED FINANCIAL STATEMENTS
Statement of Changes in Equity
As at 31 March 2023
A. Equity share capital
Balance as at 31 March 2021
Add: Issued on exercise of employee share options
Balance as at 31 March 2022
Add: Issued on exercise of employee share options
Balance as at 31 March 2023
Number
Amounts ` in lakhs
9,56,49,077
20,054
9,56,69,131
29,247
9,56,98,378
9,586
2
9,588
3
9,591
Amounts ` in lakhs
B. Other equity
Particulars
Securities
Premium
Reserve
General
Reserves
and Capital
Reserve
Share
Options
Out-
standing
Retained
Earnings
Foreign
Currency
Translation
Reserve
Other com-
prehensive
income/(loss)
for the year
Total
Other
Reserve
Non-
Contro-
lling
Interest
Total
equity
Balance as at 31 March 2021
42,228
564
862
35,794
14,754
207
94,409
1,368
95,777
Profit/ (Loss) for the year
Other comprehensive income / (loss) for the year
Total Comprehensive income/ (loss)
for the year
Transfer from/to share option outstanding account
Employee stock options exercised during the year
Employee stock option compensation expense
-
-
-
-
36
-
-
-
-
-
-
-
-
-
-
-
(36)
-
(758)
(758)
(159)
-
3,324
48
3,372
(917)
3,372
(758)
3,324
48
2,614
(159)
2,455
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Balance as at 31 March 2022
42,264
564
826
35,036
18,078
255
97,023
1,209
98,232
Profit/ (Loss) for the year
Other comprehensive income / (loss) for the year
Total Comprehensive income/ (loss)
for the year
Transfer from/to share option outstanding account
Employee stock options exercised during the year
Employee stock option compensation expense
-
-
-
-
55
-
-
-
-
-
-
-
-
(11,656)
7,854
-
(3,802)
(322)
(4,124)
-
-
-
(31)
(31)
-
(31)
- (11,656)
7,854
(31)
(3,833)
(322)
(4,155)
-
(55)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Balance as at 31 March 2023
42,319
564
771
23,380
25,932
224
93,190
887
94,077
As per our report of even date
For Haribhakti & Co LLP
Chartered Accountants
Firm Registration No.: 103523W/W100048
Sumant Sakhardande
Partner
Membership No: 034828
Place: Mumbai
Date : May 29 2023
For and on behalf of Board of Directors
Sunil Lulla
Executive Vice Chairman &
Managing Director
(DIN: 00243191)
Rajesh Chalke
Chief Financial Officer
Pradeep Dwivedi
Executive Director and
Chief Executive Officer
(DIN: 07780146)
Vijay Thaker
Vice President - Company Secretary
and Compliance Officer
Date : May 29 2023
Date : May 29 2023
98
ANNUAL REPORT 2022-23
|
CORPORATE OVERVIEW MANAGEMENT REPORT
| FINANCIAL MANAGEMENT
Cash Flow Statement
for the year ended 31 March 2023
Particulars
Cash flow from operating activities
Profit before tax
Non-cash adjustments to reconcile Profit before tax to net cash flows
Depreciation and Other Amortization
Amortization on film rights
Trade receivables written off
Sundry balances written back
Content advances written off
Advances and deposits written off
Provision for doubtful trade receivables
Provision for Content advances written back
Impact of expected credit loss
Provision for doubtful advances
Finance costs
Finance income
Expense on employee stock option scheme
Impairment of film rights
Impairment loss on investment
Unrealised foreign exchange gain
Gratuity
Amount ` in lakhs
Year ended
31 March 2023
Year ended
31 March 2022
(11,968)
(115)
683
9,330
77
(179)
2
-
1,460
-
(116)
8,819
6,912
729
12,412
2
(1,553)
-
2
229
(1,172)
(4)
4,624
5,523
(5,686)
(5,449)
1
575
3
-
57
-
-
-
(276)
-
Operating profit before working capital changes
9,970
14,952
Movements in working capital:
Increase/(Decrease) in trade payables
Decrease in other financial liabilities
Increase in Employee benefit obligations
Decrease in Other liabilities
Decrease in inventories
(Increase)/Decrease in trade receivables
Decrease in short-term loans
(Increase)/Decrease in other current assets
Increase in long-term loans
(Increase) /Decrease in other financial assets
Cash generated from operations
Taxes paid (net)
Net cash generated from operating activities (A)
Cash flow from investing activities
Purchase of tangible and other intangible assets
Purchase of intangible film rights and related content (net)
Proceeds from fixed deposits with banks
Proceeds from sale of fixed assets
30,032
4,290
(72)
(11,235)
(9)
(2,639)
(96)
3,947
(12,844)
(1,059)
20,285
(2,377)
17,908
(102)
12,174
447
-
9,335
(117)
(86)
6,230
-
(16,512)
2,040
1,137
(3,033)
(587)
13,359
(1,794)
11,565
(233)
(3,132)
2,316
22
EROS INTERNATIONAL MEDIA LIMITED 99
CONSOLIDATED FINANCIAL STATEMENTS
Cash Flow Statement
for the year ended 31 March 2023
Particulars
Interest received
Net cash used in investing activities (B)
Cash flows from financing activities
Proceeds from issue of equity shares
Repayment of long-term borrowings
Proceeds from long-term borrowings
Repayment from short-term borrowings-net
Finance costs
Net cash used in financing activities (C)
Net decrease in cash and cash equivalents (A + B + C)
Cash and cash equivalents at the beginning of the year
Effect of exchange rate on consolidation of foreign subsidiaries
Cash and cash equivalents at the end of the year
Notes 1 to 51 form an integral part of these consolidated financial statements
Amount ` in lakhs
Notes
Year ended
31 March 2023
Year ended
31 March 2022
5,732
18,251
3
(4,635)
-
(22,843)
(7,769)
(35,244)
915
408
7,854
9,177
190
(837)
2
(3,124)
68
(4,417)
(5,499)
(12,970)
(2,243)
2,656
(6)
408
As per our report of even date
For Haribhakti & Co LLP
Chartered Accountants
Firm Registration No.: 103523W/W100048
Sumant Sakhardande
Partner
Membership No: 034828
Place: Mumbai
Date : May 29 2023
For and on behalf of Board of Directors
Sunil Lulla
Executive Vice Chairman &
Managing Director
(DIN: 00243191)
Rajesh Chalke
Chief Financial Officer
Pradeep Dwivedi
Executive Director and
Chief Executive Officer
(DIN: 07780146)
Vijay Thaker
Vice President - Company Secretary
and Compliance Officer
Date : May 29 2023
Date : May 29 2023
100
ANNUAL REPORT 2022-23
|
CORPORATE OVERVIEW MANAGEMENT REPORT
| FINANCIAL MANAGEMENT
Summary of Significant Accounting Policies
and explanatory notes to the consolidated financial statements
1.
Corporate Information and Significant accounting policies
Corporate Information
Eros International Media Limited (the 'Company' or 'parent') was
incorporated in India, under the Companies Act, 1956. The Company and
its subsidiaries (hereinafter collectively referred to as the "Group") is a
global player within the Indian media and entertainment industry and is
primarily engaged in the business of film production, exploitation and
distribution. It operates on a vertically integrated studio model controlling
content as well as distribution and exploitation across multiple formats
globally, including cinema, digital, home entertainment and television
syndication. Its shares are listed on leading stock exchanges in India
(BSE Scrip Code: 533261; NSE Scrip Code: EROSMEDIA).
The Group is engaged in the business of sourcing Indian film content
either through acquisition, co-production or production of such films, and
subsequently exploiting and distributing such films in India through
music release, theatrical distribution, DVD and VCD release, television
licensing and new media distribution avenues such as cable or DTH
licensing; and trading and exporting overseas rights to Eros Worldwide
FZ LLC (entity having significant influence).
Statement of compliance
These consolidated financial statements have been prepared in
accordance with the Indian Accounting Standards (referred to as "Ind
AS") as prescribed under section 133 of the Companies Act, 2013 read
with Companies (Indian Accounting Standards) Rules as amended from
time to time.
Basis of preparation
The consolidated financial statements have been prepared on accrual
basis of accounting using historical cost basis, except for the following:
•
•
•
Employee Stock Option Compensation measured at fair value
(refer accounting policy on ESOP).
Accounting of Business Combinations at
accounting policy on Business Combinations).
fair value (refer
Forward Contacts measured at fair value.
All assets and liabilities have been classified as current or non-current as
per the Group's normal operating cycle and other criteria set out in the
Schedule III to the Act. The Group considers 12 months to be its normal
operating cycle.
All values are rounded to the nearest rupees in Lacs, except where
otherwise indicated. Amount in zero (0) represents amount below One (1)
lakh.
Principles of consolidation
The Group consolidates results of the Company and entities controlled
by the Company i.e. its subsidiary undertakings. Control exists when the
Company has existing rights that give the Company the current ability to
direct the activities which affect the entity's returns; the Company is
exposed to or has rights to a return which may vary depending on the
entity's performance; and the Company has the ability to use its powers to
affect its own returns from its involvement with the entity.
Subsidiaries are consolidated by combining like items of assets,
liabilities, equity, income, expenses and cash flows of the parent with
those of its subsidiaries. The intra-company balances and transactions
including unrealized gain / loss from such transactions are eliminated
upon consolidation. These consolidated financial statements are
prepared by applying uniform accounting policies in use. Non-controlling
interests ("NCI") which represent part of the net profit or loss and net
assets of subsidiaries that are not, directly or indirectly, owned or
controlled by the Group, are excluded.
Changes in the Group's equity interest in a subsidiary that do not result in
a loss of control are accounted for as equity transactions.
Business combinations are accounted for under the acquisition method.
The acquisition method involves the recognition at fair value of all
identifiable assets and liabilities, including contingent liabilities of the
subsidiaries, at the acquisition date, regardless of whether or not they
were recorded in the financial statements of the subsidiary prior to
acquisition. On initial recognition, the assets and liabilities of the
subsidiaries are included in the consolidated balance sheet at their fair
values, which are also used as the bases for subsequent measurement in
accordance with the Group accounting policies. Transaction costs that
the Group incurs in connection with a business combination such as
finder's fees, legal fees, due diligence fees, and other professional and
consulting fees are expensed as incurred. Goodwill is stated after
separating out identifiable intangible assets. Goodwill represents the
excess of acquisition cost over the fair value of the Group's share of the
identifiable net assets of the acquired subsidiary at the date of
acquisition.
Changes in controlling interest in a subsidiary that do not result in gaining
or losing control are not business combinations as defined by Ind AS 103
'Business Combinations'. The Group adopts the "equity transaction
method" which regards the transaction as a realignment of the interests of
the different equity holders in the Group. Under the equity transaction
method an increase or decrease in the Group's ownership interest is
accounted for as follows:
•
•
•
•
the non-controlling component of equity is adjusted to reflect the
non-controlling interest revised share of the net carrying value of the
subsidiaries net assets;
the difference between the consideration received or paid and the
adjustment to non-controlling interests is debited or credited to
equity;
no adjustment is made to the carrying amount of goodwill or the
subsidiaries' net assets as reported in the consolidated financial
statements; and
no gain or loss is reported in the Consolidated Statement of profit
and loss.
Associates
Associates are all entities over which the Group has significant influence
but not control or joint control. Assessment of whether the Group has
significant influence or not is made based on Ind AS 28 - Associates and
joint ventures, which requires duly considering potential voting rights if
any. Investments in associates are accounted for using the equity
method, after initially recognised at cost.
Joint arrangements
Investments in joint arrangements are classified as either joint operations
or joint ventures. The classification depends on the contractual rights and
obligations of each investor, rather than the legal structure of the joint
arrangement. The Group has investments in joint ventures which are
accounted using the equity method based on requirements of Ind AS 111
- Joint arrangements, after initially being recognised at cost in the
consolidated balance sheet.
Equity method
Under the equity method of accounting, the investments are initially
recognised at cost and adjusted thereafter to recognise the Group's
share of the post-acquisition profits or losses of the investee in profit and
loss, and the Group's share of other comprehensive income of the
investee in other comprehensive income.
Any excess/short of the amount of investments in associate or joint
EROS INTERNATIONAL MEDIA LIMITED 101
CONSOLIDATED FINANCIAL STATEMENTS
venture over the Group's portion of in net assets of associate or joint
venture, at the date of investments is considered as goodwill/ capital
reserve.
Dividends received or receivable from associates and joint ventures are
recognised as a reduction in the carrying amount of the investment.
When the Group's share of losses in an equity-accounted investment
equals or exceeds its interest in the entity, including any other unsecured
long-term receivables, the Group does not recognise further losses,
unless it has incurred obligations or made payments on behalf of the
other entity.
Unrealised gains on transactions between the Group and its associates
and joint ventures are eliminated to the extent of the Group's interest in
these entities. Unrealised losses are also eliminated unless the
transaction provides evidence of an impairment of the asset transferred.
Accounting policies of joint ventures and associates are similar to the
Group's accounting policies, therefore, no adjustment is required for the
purposes of preparation of these consolidated financial statements. The
financial statements of joint ventures and associates are prepared up to
the same reporting date as that of the Group i.e. 31st March 2023. The
carrying amount of equity accounted investments are tested for
impairment in accordance with the policy described in accounting
policies below.
Significant accounting policies
a.
Revenue recognition
Revenue from contracts are recognized only when the contract has
been approved by the parties to the contract and creates
enforceable rights and obligations.
Revenue is recognized upon transfer of control of promised
products or services to customers in an amount that reflects the
consideration which the Group expects to receive in exchange for
those products or services. Revenue do not include the taxes
collected from the customer on behalf of taxing authorities. To
ensure collectability of such consideration and financial stability of
the counterparty, the Group performs certain standard Know Your
Client (KYC) procedures based on their locations and evaluates
trend of past collection.
Revenue is measured based on the transaction price, which is the
consideration, adjusted for any discounts and incentives, if any, as
specified in the contract with the customer. . In case of variable
consideration, , the Group estimates, at the contract inception, the
amount to be received using the "most likely amount" approach, or
the "expected value" approach, as appropriate. This amount is then
included in the Group's estimate of the transaction price only if it is
highly probable that a significant reversal of revenue will not occur
once any uncertainty associated with the variable consideration is
resolved. In making this assessment the Group consider its
historical performance on similar contracts.
The Group recognises contract liabilities for consideration received
in respect of unsatisfied performance obligations and reports these
amounts as deferred revenue under other current liabilities in the
Balance Sheet (see Note 28). Similarly, if the Group satisfies a
performance obligation before it receives the consideration, the
Group recognises either a contract asset or a receivable in its
balance sheet , depending on whether something other than the
passage of time is required before the consideration is due.
Consideration is generally due upon satisfaction of performance
obligations and a receivable is recognised when the it becomes
unconditional. Generally, the credit period varies between 0-180
days from the shipment or delivery of goods or services as the case
may be.
The transaction price, being the amount to which the Group
expects to be entitled and has rights to under the contract is
allocated to the identified performance obligations. The transaction
price will also include an estimate of any variable consideration
102
ANNUAL REPORT 2022-23
where the Group's performance may result in additional revenues
based on the achievement of agreed targets.
The Group does not expect to have any contracts where the period
between the transfer of the promised goods or services to the
customer and payment by the customer exceeds one year. As a
consequence, the Group does not adjust any of the transaction
prices for the time value of money.
The Group disaggregates revenue from contracts with customers
by geography and nature of services.
The following additional criteria apply in respect of various revenue
streams within filmed entertainment:
Theatrical - Contracted minimum guarantees are recognized on the
theatrical release date. The Group's share of box office receipts in
excess of the minimum guarantee is recognized at the point they
are notified to the Group.
Television -. In arrangements for television syndication, license fees
received in advance which do not meet the revenue recognition
criteria, including commencement of the availability for broadcast
under the terms of the related licensing agreement, are included in
contract liability until the criteria for recognition is met. Revenues
from television licensing arrangements are recognized when the
feature film or television program is delivered and the period for the
exploitation of rights has begun.
Other - DVD, CD and video distribution revenue is recognized on
the date the product is delivered or if licensed in line with the above
criteria. Provision is made for physical returns where applicable.
Digital and ancillary media revenues are recognized at the earlier of
when the content is accessed or declared. Visual effects,
production and other fees for services rendered by the Group and
overhead recharges are recognized in the period in which they are
earned and in certain cases, the stage of production is used to
determine the proportion recognized in the period.
Other income
Dividend income is recognised when the Group's right to receive
the payment is established, which is generally when shareholders
approve the dividend.
Interest income is recognized on a time proportion basis taking into
account the amount outstanding and the effective interest rate
applicable.
b.
Property, plant and equipment and depreciation
Property, Plant and Equipment is stated at cost, net of accumulated
depreciation and accumulated impairment losses, if any.
The cost of Property, Plant and Equipment comprises of its
purchase price or construction cost, any costs directly attributable
to bringing the asset into the location and condition necessary for it
to be capable of operating in the manner intended by management,
the initial estimate of any decommissioning obligation, if any, and
borrowing costs for assets that necessarily take a substantial
period of time to get ready for their intended use. Subsequent costs
are included in the asset's carrying amount or recognised as a
separate asset, as appropriate, only when it is probable that future
economic benefits associated with the item will flow to the Group
and the cost of the item can be measured reliably.
Capital Work-in-progress (CWIP) includes expenditure that is
directly attributable to the acquisition/construction of assets, which
are yet to be commissioned.
Depreciation is provided under written down value method at the
rates and in the manner prescribed under Schedule II to the
Companies Act, 2013.The residual values, useful lives and
methods of depreciation of property, plant and equipment are
reviewed at each financial year end and adjusted prospectively, if
appropriate. Gains or losses arising from de-recognition of a
property, plant and equipment are measured as the difference
|
CORPORATE OVERVIEW MANAGEMENT REPORT
| FINANCIAL MANAGEMENT
between the net disposal proceeds and the carrying amount of the
asset and are recognized in the Statement of Profit and Loss when
the asset is de-recognized.
is used. These calculations are corroborated by valuation multiples,
quoted share prices for publicly traded companies or other
available fair value indicators.
c.
Intangible assets
Intangible assets acquired by the Group are stated at cost less
accumulated amortization less impairment loss, if any, (film
production cost and content advances are transferred to film and
content rights at the point at which content is first exploited).
Investments in films and associated rights, including acquired
rights and distribution advances in respect of completed films, are
stated at cost less amortization less provision for impairment. Costs
include production costs, overhead and capitalized interest costs
net of any amounts received from third party investors. A charge is
made to write down the cost of completed rights over the estimated
useful lives, writing off more in year one which recognizes initial
income flows and then the balance over a period of up to nine years,
except where the asset is not yet available for exploitation. The
average life of the assets is the lesser of 10 years or the remaining
life of the content rights. The amortization charge is recognized in
the statement of profit and loss within cost of sales. The
determination of useful life is based upon Management's judgment
and includes assumptions on the timing and future estimated
revenues to be generated by these assets, which are summarized
in Note 3.
Intangible assets comprising film scripts and related costs are
stated at cost less amortization less provision for impairment. The
script costs are amortized over a period of 3 years on a straight-line
basis and the amortization charge is recognized in the statement of
profit and loss within cost of sales. The determination of useful life is
based upon Management's estimate of the period over which the
Group explores the possibility of making films using the script.
Other intangible assets, which comprise internally generated and
acquired software used within the Entity's digital, home
entertainment and internal accounting activities, are stated at cost
less amortization less provision for impairment. A charge is made to
write down the cost of software over the estimated useful lives
except where the software is not yet available for use. The average
life of the software is the lesser of 3 years or the remaining life of the
software. The amortization charge is recognized in the statement of
profit and loss.
Goodwill represents excess of the consideration transferred in a
business combination over the fair value of the Group's share of the
identifiable net assets acquired. Goodwill is carried at cost less
accumulated impairment losses. Gain on bargain purchase is
recognized immediately after acquisition in the consolidated
Statement of profit and loss.
d.
Impairment of non-financial assets
At each reporting date, for the purposes of assessing impairment,
assets are grouped at the lowest levels for which there are
separately identifiable cash flows (cash generating units). As a
result, some assets are tested individually for impairment and some
are tested at the cash generating unit level. All individual assets or
cash generating units are tested for impairment whenever events or
changes in circumstances both internal and external indicate that
the carrying amount may not be recoverable.
An impairment loss is recognised wherever the carrying amount of
an asset exceeds its recoverable amount which represents the
greater of the net selling price of assets and their 'value in use'.
In assessing value in use, the estimated future cash flows are
discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and
the risks specific to the asset. In determining fair value less costs of
disposal, recent market transactions are taken into account. If no
such transactions can be identified, an appropriate valuation model
Film and content rights are stated at the lower of unamortized cost
and estimated recoverable amounts. In accordance with Ind AS 36
Impairment of Assets, film content costs are assessed for
indication of impairment on a library basis as the nature of the
Group's business, the contracts it has in place and the markets it
operates in do not yet make an ongoing individual film evaluation
feasible with reasonable certainty. Impairment losses on content
advances are recognized when film production does not seem
viable and refund of the advance is not probable. Irrespective of
existence of indicators of impairment, group makes provision on
Content Advances in accordance with the provisioning policy, such
that, unadjusted advances are provided over a period of 3 to 5
years.
All assets are subsequently reassessed for indications that an
impairment loss previously recognized may no longer exist.
e.
Borrowing costs
The Group is capitalising borrowing costs that are directly
attributable to the acquisition or construction of qualifying assets.
Qualifying assets are assets that necessarily take a substantial
period of time to get ready for their intended use or sale.
Borrowings are recognised initially at fair value, net of transaction
costs incurred. Borrowings are subsequently stated at amortized
cost with any difference between the proceeds (net of transaction
costs) and the redemption value recognised in the income
statement within Finance costs over the period of the borrowings
using the effective interest method. Finance costs in respect of film
productions and other assets which take a substantial period of
time to get ready for use or for exploitation are capitalized as part of
the assets. All other borrowing costs are recognized as expense in
the period in which they are incurred and charged to the Statement
of Profit and Loss.
Borrowings are classified as current liabilities unless the Group has
an unconditional right to defer settlement of the liability for at least
12 months after the balance sheet date.
f.
Impairment of financial assets
In accordance with Ind AS 109, the Group apply expected credit
loss (ECL) model for measurement and recognition of impairment
loss on risk exposure arising from financial assets like debt
instruments measured at amortised cost e.g., trade receivables
and deposits.
follow
for recognition of
'simplified approach'
The Group
impairment loss allowance on Trade receivables or contract
revenue receivables. The application of simplified approach does
not require the Group to track changes in credit risk. Rather, it
recognises impairment loss allowance based on lifetime ECLs at
each reporting date, right from its initial recognition.
For recognition of impairment loss on other financial assets and risk
exposure, the Group determines that whether there has been a
significant increase in the credit risk since initial recognition. If credit
risk has not increased significantly, 12-month ECL is used to
provide for impairment loss. However, if credit risk has increased
significantly, lifetime ECL is used. If, in a subsequent period, credit
quality of the instrument improves such that there is no longer a
significant increase in credit risk since initial recognition, then the
entity reverts to recognising impairment loss allowance based on
12-month ECL.
Lifetime ECL are the expected credit losses resulting from all
possible default events over the expected life of a financial
instrument. The 12-month ECL is a portion of the lifetime ECL which
results from default events that are possible within 12 months after
the reporting date.
EROS INTERNATIONAL MEDIA LIMITED 103
CONSOLIDATED FINANCIAL STATEMENTS
ECL is the difference between all contractual cash flows that are
due to the Group in accordance with the contract and all the cash
flows that the entity expects to receive (i.e., all cash shortfalls),
discounted at the original EIR. When estimating the cash flows, an
entity is required to consider all contractual terms of the financial
instrument (including prepayment, extension, call and similar
options) over the expected life of the financial instrument. However,
in rare cases when the expected life of the financial instrument
cannot be estimated reliably, then the entity is required to use the
remaining contractual term of the financial instrument.
ECL impairment loss allowance (or reversal) recognized during the
period is recognized as income/ expense in the statement of profit
and loss (P&L). This amount is reflected under the head 'Other
income or other expenses' in the P&L.
For assessing increase in credit risk and impairment loss, the
Group combines financial instruments on the basis of shared credit
risk characteristics with the objective of facilitating an analysis that
is designed to enable significant increases in credit risk to be
identified on a timely basis.
g.
Inventories
Inventories primarily comprise of music CDs and DVDs, and are
valued at the lower of cost and net realizable value. Cost in respect
of goods for resale is defined as all costs of purchase, costs of
conversion and other costs incurred in bringing the inventories to
their present location and condition. Cost in respect of raw
materials is purchase price.
Purchase price is assigned using a weighted average basis. Net
realisable value is the estimated selling price in the ordinary course
of business less the estimated costs of completion and the
estimated costs necessary to make the sale.
h.
Provisions, Contingent Liabilities and Contingent Assets
Provisions are recognized when the Group has a present legal or
constructive obligation as a result of a past event, it is more likely
than not that an outflow of resources will be required to settle the
obligations and can be reliably measured. Provisions are
measured at Management's best estimate of the expenditure
required to settle the obligations at the balance sheet date. If the
effect of the time value of money is material, provisions are
discounted using a current pre-tax rate that reflects, when
appropriate, the risks specific to the liability. When discounting is
used, the increase in the provision due to the passage of time is
recognised as a finance cost.
Contingent liabilities are not recognized in the financial statements
but are disclosed by way of notes to accounts unless the possibility
of an outflow of economic resources is considered remote.
Contingent assets are not recognized in financial statements.
However, the same is disclosed, where an inflow of economic
benefit is virtual.
i.
Employee benefits
Short term employee benefits obligations
Short-term employee benefits are recognized as an expense in the
Statement of Profit and Loss for the year in which related services
are rendered.
Post-employment benefits and other long term employee
benefits
Defined contribution plan
Provident
fund & National Pension scheme: The Group's
contributions paid or payable during the year to the provident fund,
employee's state insurance corporation and National pension
scheme are recognized in the Statement of Profit and Loss. This
fund is administered by the respective Government authorities, and
the Group has no further obligation beyond making its contribution,
104
ANNUAL REPORT 2022-23
which is expensed in the year to which it pertains.
Defined benefit plan
Gratuity: The Group's liability towards gratuity is determined using
the projected unit credit method which considers each period of
service as giving rise to an additional unit of benefit entitlement and
measures each unit separately to build up the final obligation. The
cost for past services is recognized on a straight-line basis over the
average period until the amended benefits become vested. Re-
measurement gains and losses are recognized immediately in the
Other Comprehensive Income as income or expense and are not
reclassified to profit or loss in subsequent periods. Obligation is
measured at the present value of estimated future cash flows using
a discounted rate that is determined by reference to market yields
at the Balance Sheet date on Government bonds where the
currency and terms of the Government bonds are consistent with
the currency and estimated terms of the defined benefit obligation.
Compensated absences: Accumulated compensated absences
are expected to be availed or encashed within 12 months from the
end of the year and are treated as short-term employee benefits.
The obligation towards the same is measured at the expected cost
of accumulating compensated absences as the additional amount
expected to be paid as a result of the unused entitlement as at the
year end.
Employee stock option plan
In accordance with Ind AS 102 Share Based Payments, the fair
value of shares or options granted is recognized as personnel costs
with a corresponding increase in equity. The fair value is measured
at the grant date and spread over the period during which the
recipient becomes unconditionally entitled to payment unless
forfeited or surrendered.
The fair value of share options granted is measured using the Black
Scholes model, each taking into account the terms and conditions
upon which the grants are made. At each Balance Sheet date, the
Group revises its estimate of the number of equity instruments
expected to vest as a result of non-market based vesting
conditions. The amount recognized as an expense is adjusted to
reflect the revised estimate of the number of equity instruments that
are expected to become exercisable, with a corresponding
adjustment to equity. The Group's share option plan does not
feature any cash settlement option.
Upon exercise of share options, the proceeds received net of any
directly attributable transaction costs up to the nominal value of the
shares are allocated to equity share capital with any excess being
recorded as securities premium.
j.
Leases
The Group adopted Ind AS 116 'Leases' on April 1, 2019, utilizing
the modified retrospective approach, and therefore, results for
reporting periods beginning after April 1, 2019 are presented under
the new lease standard, while prior periods have not been adjusted.
The Group as a lessee:
The Group assesses, whether the contract is, or contains, a lease at
the inception of the contract or upon the modification of a contract.
A contract is, or contains, a lease if the contract conveys the right to
control the use of an identified asset for a period of time in exchange
for consideration.
The Group at the commencement of the lease contract recognizes
a Right-of-Use (RoU) asset at cost and corresponding lease
liability, except for leases with a term of twelve months or less (short-
term leases) and leases for which the underlying asset is of low
value (low-value leases). For these short-term and low-value
leases, the Group recognizes the lease payments as an operating
expense on a straight-line basis over the term of the lease.
The cost of the right-of-use assets comprises the amount of the
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initial measurement of the lease liability, adjusted for any lease
payments made at or prior to the commencement date of the lease,
any initial direct costs incurred by the Group, any lease incentives
received and expected costs for obligations to dismantle and
remove right-of-use assets when they are no longer used.
Subsequently, the right-of-use assets is measured at cost less any
accumulated depreciation and accumulated impairment losses, if
any. The right-of-use assets are depreciated on a straight-line basis
from the commencement date of the lease over the shorter of the
end of the lease term or useful life of the right-of-use asset.
Right-of-use assets are assessed for impairment whenever there is
an indication that the balance sheet carrying amount may not be
recoverable using cash flow projections for the useful life.
For lease liabilities at commencement date, the Group measures
the lease liability at the present value of the future lease payments
as from the commencement date of the lease to end of the lease
term. The lease payments are discounted using the interest rate
implicit in the lease or, if not readily determinable, the Group 's
incremental borrowing rate for the asset subject to the lease in the
respective markets.
Subsequently, the Group measures the lease liability by adjusting
carrying amount to reflect interest on the lease liability and lease
payments made.
lease
liability (and makes a
The Group remeasures the
corresponding adjustment to the related right-of-use asset)
whenever there is a change to the lease terms or expected
payments under the lease, or a modification that is not accounted
for as a separate lease
The portion of the lease payments attributable to the repayment of
lease liabilities is recognized in cash flows used in financing
activities. Also, the portion attributable to the payment of interest is
included in cash flows from financing activities. Further, Short-term
lease payments, payments for leases for which the underlying
asset is of low-value and variable lease payments not included in
the measurement of the lease liability is also included in cash flows
from operating activities.
The Group as a lessor:
In arrangements where the Group is the lessor, it determines at
lease inception whether the lease is a finance lease or an operating
lease. Leases that transfer substantially all of the risk and rewards
incidental to ownership of the underlying asset to the counterparty
(the lessee) are accounted for as finance leases. Leases that do not
transfer substantially all of the risks and rewards of ownership are
accounted for as operating leases. Lease payments received
under operating leases are recognized as income in the statement
of profit and loss on a straight-line basis over the lease term or
another systematic basis. The Group apply another systematic
basis if that basis is more representative of the pattern in which
benefit from the use of the underlying asset is diminished.
k.
Foreign currency transactions
Transactions in foreign currencies are translated at the rates of
exchange prevailing on the dates of the transactions. Monetary
assets and liabilities in foreign currencies are translated at the
prevailing rates of exchange at the consolidated balance sheet
date. Non-monetary items that are measured at historical cost in a
foreign currency are translated at the exchange rate at the date of
the transaction. Non-monetary items that are measured at fair value
in a foreign currency are translated using the exchange rates at the
date when the fair value was determined.
Any exchange differences arising on the settlement of monetary
items or on translating monetary items at rates different from those
at which they were initially recorded are recognized in the
consolidated Statement of profit and loss in the period in which they
fair value that are
items carried at
arise. Non-monetary
denominated in foreign currencies are translated at rates prevailing
at the date when the fair value was determined. Non-monetary
items that are measured in terms of historical cost in a foreign
currency are not retranslated.
The assets and liabilities in the financial statements of foreign
subsidiaries are translated at the prevailing rate of exchange at the
consolidated balance sheet date. Income and expenses are
translated at the annual average exchange rate. The exchange
differences arising from the retranslation of the foreign operations
are recognized in other comprehensive income and taken to the
"currency translation reserve" in equity.
On disposal of a foreign operation the cumulative translation
differences (including, if applicable, gains and losses on related
hedges) are transferred to the Consolidated Statement of profit and
loss as part of the gain or loss on disposal.
Items included in the Consolidated financial statements of each of
the Group's entities are measured using the currency of the primary
economic environment in which the entity operates ('the functional
currency'). The Consolidated financial statements are presented in
Indian Rupee (INR) which is Group's functional and presentation
currency.
l.
Financial instrument
Non-derivative financial instruments
Financial assets and financial liabilities are recognized when the
Group becomes party to the contractual provisions of the
instrument.
Financial assets and liabilities are initially measured at fair value.
Transaction costs that are directly attributable to the acquisition or
issue of financial assets or liabilities (other than financial assets and
liabilities at fair value through profit and loss) are added to or
deducted from the fair value of the financial assets or financial
liabilities, as appropriate, on initial recognition. Transaction costs
directly attributable to the acquisition of financial assets or financial
liabilities at fair value through profit and loss are recognized
immediately in profit or loss. Financial assets and financial liabilities
are offset against each other and the net amount reported in the
balance sheet if, and only if, there is a currently enforceable legal
right to offset the recognized amounts and there is an intention to
settle on a net basis, or to realize the assets and settle the liabilities
simultaneously.
Financial Assets
Financial assets are divided into the following categories:
•
•
•
financial assets carried at amortised cost
financial assets at fair value through other comprehensive
income
financial assets at fair value through profit and loss?
Financial assets are assigned to the different categories by
Management on initial recognition, depending on the nature and
purpose of the financial assets. The designation of financial assets
is re-evaluated at every reporting date at which a choice of
classification or accounting treatment is available. Financial Assets
like Investments in Subsidiaries are measured at Cost as allowed
by Ind-AS 27 - Separate Financial Statements and hence are not fair
valued.
Financial assets carried at amortised cost
The Financial asset is measures at amortised cost if both the
following conditions are met:
1.
2.
The asset is held within a business model whose objective is
to hold the assets for collecting contractual cash flows; and
Contractual terms of the financial asset give rise on specified
dates to cash flows that are solely payments of principal and
interest on the principal amount outstanding
EROS INTERNATIONAL MEDIA LIMITED 105
CONSOLIDATED FINANCIAL STATEMENTS
After initial measurement, such financial assets are subsequently
measured at amortised cost using the effective interest rate (the
"EIR") method. The effective interest rate is the rate that exactly
discounts future cash receipts or payments through the expected
life of the financial instrument, or where appropriate, a shorter
period
Amortised cost is calculated by taking into account any discount or
premium on acquisition and fees or costs that are an integral part of
the EIR. The EIR amortisation is included in finance income/other
income in the Statement of Profit & Loss.
In accordance with Ind AS 109: Financial Instruments, the Group
recognizes impairment loss allowance on trade receivables and
content advances based on historically observed default rates.
Impairment loss allowance recognized during the year is charged
to Statement of Profit and Loss.
Financial assets at fair value through other comprehensive
income
Financial assets at fair value through other comprehensive income
are non-derivative financial assets held within a business model
whose objective is achieved by both collecting contractual cash
flows and selling financial assets and the contractual terms of the
financial asset give rise on specified dates to cash flows that are
solely payments of principal and interest on the principal amount
outstanding.
Financial assets at fair value through profit or loss
A financial asset which is not classified in any of the above
categories are subsequently fair valued through profit or loss. It
includes non-derivative financial assets that are either designated
as such or do not qualify for inclusion in any of the other categories
of financial assets. Gains and losses arising from investments
classified under this category is recognized in the statement of
profit and loss when they are sold or when the investment is
impaired.
In the case of impairment, any loss previously recognized in other
comprehensive income is transferred to the statement of profit and
loss. Impairment losses recognized in the statement of profit and
loss on equity instruments are not reversed through the statement
of profit and loss. Impairment losses recognized previously on debt
securities are reversed through the statement of profit and loss
when the increase can be related objectively to an event occurring
after the impairment loss was recognized in the statement of profit
and loss.
When the Group considers that fair value of financial assets can be
reliably measured, the fair values of financial instruments that are
not traded in an active market are determined by using valuation
techniques. The Group applies its judgment to select a variety of
methods and make assumptions that are mainly based on market
conditions existing at each balance sheet date. Equity instruments
measured at fair value through profit or loss that do not have a
quoted price in an active market and whose fair value cannot be
reliably measured are measured at cost less impairment at the end
of each reporting period.
An assessment for impairment is undertaken at least at each
balance sheet date.
A financial asset is derecognized only where the contractual rights
to the cash flows from the asset expire or the financial asset is
transferred and that transfer qualifies for derecognition. A financial
asset is transferred if the contractual rights to receive the cash flows
of the asset have been transferred or the Group retains the
contractual rights to receive the cash flows of the asset but
assumes a contractual obligation to pay the cash flows to one or
more recipients. A financial asset that is transferred qualifies for
derecognition if the Group transfers substantially all the risks and
rewards of ownership of the asset, or if the Group neither retains nor
106
ANNUAL REPORT 2022-23
transfers substantially all the risks and rewards of ownership but
does transfer control of that asset.
Financial liabilities
All financial liabilities are recognised initially at its fair value,
adjusted by directly attributable transaction costs.
Financial liabilities at fair value through profit or loss
Financial liabilities are classified as at fair value through profit or
loss when the financial liability is held for trading such as a
derivative, except
for a designated and effective hedging
instrument, or if upon initial recognition it is thus designated to
eliminate or significantly reduce measurement or recognition
inconsistency or it forms part of a contract containing one or more
embedded derivatives and the contract is designated as fair value
through profit or loss.
Financial liabilities at fair value through profit or loss are stated at
fair value. Any gains or losses arising of held for trading financial
liabilities are recognized in profit or loss. Such gains or losses
incorporate any interest paid and are included in the "other gains
and losses" line item.
Financial liabilities at amortised cost
initial recognition, other
After
liabilities (including
borrowing and trade and other payables) are subsequently
measured at amortized cost using the effective interest method.
financial
The effective interest method is a method of calculating the
amortized cost of a financial liability and of allocating interest
expense over the relevant period. The effective interest rate is the
rate that exactly discounts estimated future cash payments
(including all fees and points paid or received that form an integral
part of the effective interest rate, transaction costs and other
premiums or discounts) through the expected life of the financial
liability, or (where appropriate) a shorter period, to the net carrying
amount on initial recognition.
A financial liability is derecognized only when the obligation is
extinguished, that is, when the obligation is discharged or
cancelled or expires. Changes in liabilities fair value that are
reported in profit or loss are included in the statement of profit and
loss within finance costs or finance income.
Financial assets and financial liabilities are offset and the net
amount is reported in the balance sheet when, and only when, there
is a legally enforceable right to offset the recognized amount and
there is intention either to settle on net basis or to realize the assets
and to settle the liabilities simultaneously.
Equity Instrument
All equity investments in scope of Ind AS 109 are measured at fair
value. Equity instruments which are held for trading are classified as
at fair value through profit and loss with all changes recognised in
the Statement of Profit and Loss .For all other equity instruments,
the Group may make an irrevocable election to present in other
comprehensive income, the subsequent changes in the fair value.
The Group make such election on an instrument-by-instrument
basis. If the Group decide to classify an equity instrument as at fair
value through other comprehensive income, then all fair value
changes on the instrument, excluding dividends and impairment
loss, are recognised in other comprehensive income. There is no
recycling of the amounts from the other comprehensive income to
the Statement of Profit and Loss, even on sale of the investment.
However, the Group may transfer the cumulative gain or loss within
categories of equity.
m.
Taxes
Taxation on profit and loss comprises current tax and deferred tax.
Tax is recognized in the statement of profit and loss except to the
extent that it relates to items recognized directly in equity or other
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CORPORATE OVERVIEW MANAGEMENT REPORT
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comprehensive income in which case tax impact is also recognized
in equity or other comprehensive income.
Current tax is provided at amounts expected to be paid (or
recovered) using the tax rates and laws that have been enacted or
substantively enacted at the balance sheet date along with any
adjustment relating to tax payable in previous years.
Deferred income tax is provided in full, using the liability method, on
temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the financial statements.
Deferred income tax is provided at amounts expected to be paid (or
recovered) using the tax rates and laws that have been enacted or
substantively enacted at the balance sheet date and are expected
to apply when the related deferred income tax asset is realized or
the deferred income tax liability is settled.
Deferred tax is not recognized for all taxable temporary differences
between the carrying amount and tax bases of investments in
subsidiaries, branches and associates and interest in joint
arrangements where it is probable that the differences will not
reverse in the foreseeable future.
Deferred tax assets and deferred tax liabilities are offset when there
is a legally enforceable right to set off assets against liabilities
representing current tax and where the deferred tax assets and the
deferred tax liabilities relate to taxes on income levied by the same
governing taxation laws.
Minimum alternate tax (MAT) paid in a year is charged to the
Statement of Profit and Loss as current tax. MAT credit entitlement
is recognised as a deferred tax asset only when and to the extent
there is convincing evidence that the Group will pay normal income
tax during the specified period, which is the period for which MAT
credit is allowed to be carried forward. Such asset is reviewed at
each Balance Sheet date and the carrying amount of the MAT credit
asset is written down to the extent there is no longer a convincing
evidence to the effect that the Group will pay normal income tax
during the specified period.
The carrying amount of deferred tax assets is reviewed at each
reporting date and reduced to the extent that it is no longer
probable that sufficient taxable profit will be available to utilize all or
part of the deferred tax asset. Unrecognized deferred tax assets are
re-assessed at each reporting date and are recognized to the
extent that it has become probable that future taxable profits will
available to utilize the deferred tax asset.
n.
Earnings per share (EPS)
Basic EPS is computed by dividing net profit after taxes for the year
by weighted average number of equity shares outstanding during
the financial year, adjusted for bonus share elements in equity
shares issued during the year and excluding treasury shares, if any.
Diluted earnings per share adjusts the figures used in the
determination of basic earnings per share to take into account the
after income tax effect of interest and other financing costs
associated with dilutive potential equity shares and the weighted
average number of additional equity shares that would have been
outstanding assuming the conversion of all dilutive potential equity
shares.
p.
Segment reporting
Ind-AS 108 Operating Segments ("Ind-AS 108") requires operating
segments to be identified on the same basis as is used internally for
the review of performance and allocation of resources by the Chief
Operating Decision Maker. The revenues of films are earned over
various formats; all such formats are functional activities of filmed
entertainment and these activities take place on an integrated
basis. The management team reviews the financial information on
an integrated basis for the Group as a whole., The management
team also monitors performance separately for individual films or
for at least 12 months after the theatrical release.
The Group has identified three geographic markets: India, UAE and
Rest of the world.
q.
Statement of cash flows
Cash flows are reported using the indirect method, whereby profit
before tax is adjusted for the effects of transactions of a non-cash
nature, any deferrals or accruals of past or future operating cash
receipts or payments and item of income or expenses associated
with investing or financing cash flows. The cash flows from
operating, investing and financing activities of the Group are
segregated.
In line with the amendments to Ind AS 7 Statement of Cash flows
(effective from April 1, 2017), the Group has provided disclosures
that enable users of the consolidated financial statements to
evaluate changes in liabilities arising from financing activities,
including both changes arising from cash flows and non-cash
changes. The adoption of amendment did not have any material
impact on the consolidated financial statements.
r.
Dividends
The Group recognise a liability for dividends to equity holders of the
Group when the dividend is authorized and the dividend is no
longer at the discretion of the Group. As per the corporate laws in
India, a dividend is authorised when it is approved by the
shareholders. A corresponding amount is recognised directly in
equity.
s.
Event occurring after the reporting date
Adjusting events (that provides evidence of condition that existed
at the consolidated balance sheet date) occurring after the
consolidated balance sheet date are recognized
in the
consolidated financial statements. Material non adjusting events
(that are inductive of conditions that arose subsequent to the
consolidated balance sheet date) occurring after the consolidated
balance sheet date that represents material change and
commitment affecting the financial position are disclosed in the
Directors' Report.
t.
Standards Issued but not yet Effective
At the date of approval of these financial statements, the Group has
not applied the amendments to IndAS made by Ministry of
Corporate Affairs vide Notification dated 23rd March 2022 that have
been issued but are not yet effective.
Major amendments applicable to company notified in the
notification are provided below:
o.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at
call with banks, other short term highly liquid investments which are
readily convertible into known amounts of cash and are subject to
insignificant risk of changes in value. Bank overdrafts are shown
within borrowings in current liabilities on the balance sheet.
(i)
(ii)
(iii)
(iv)
Ind AS 103 - Business Combination
Ind AS 109 - Financial Instruments
Ind AS 16 - Property, Plant & Equipment
Ind AS 37 - Provisions, Contingent Liabilities and Contingent
Assets
Deposits held with banks as security for overdraft facilities are
included in restricted deposits held with bank.
Application of above standards are not expected to have any
significant impact on the Group's financial statements.
EROS INTERNATIONAL MEDIA LIMITED 107
CONSOLIDATED FINANCIAL STATEMENTS
Significant accounting judgements, estimates and assumptions
The preparation of the financial statements requires management to
make judgements, estimates and assumptions, as described below, that
affect the reported amounts and the disclosures. The Group based its
assumptions and estimates on parameters available when the financial
statements were prepared and reviewed at each balance sheet date.
Uncertainty about these assumptions and estimates could result in
outcomes that may require a material adjustment to the reported
amounts and disclosures.
a.
Estimation of uncertainties relating to global health
pandemic from COVID-19:
The World Health Organization announced a global health
emergency because of a new strain of coronavirus ("COVID-19")
and classified its outbreak as a pandemic on March 11, 2020. On
March 24, 2020, the Indian government announced lockdown
across the country to contain the spread of the virus. Further,
lockdown like conditions have been imposed by government to
curtail the second wave in 5 April, 2021. India has also witnessed
third wave of COVID 19 since January 2022. This pandemic and
response thereon have
industries.
Consequent to the nationwide lock down on March 24, 2020, the
Group's operations were scaled down in compliance with
applicable regulatory orders. Subsequently, during the year, the
Group's operations have been scaled up in a phased manner
taking into account directives from various Government authorities.
The impact on future operations would, to a large extent, depend on
how the pandemic further develops and it's resultant impact on the
operations of the Group.
impacted most of the
The Management has evaluated the impact on its financial
statements and have made appropriate adjustments, wherever
required. The extent of the impact on Group's operations remains
uncertain and may differ from that estimated as at the date of
approval of these consolidated financial statements and will be
dictated by the length of time that such disruptions continue, which
will, in turn, depend on the currently unknowable duration of
COVID-19 and among other things, the impact of governmental
actions imposed in response to the pandemic. The Group is
monitoring the rapidly evolving situation and its potential impacts
on the Group's financial position, results of operations, liquidity, and
cash flows.
b.
Intangible Assets
The Group is required to identify and assess the useful life of
intangible assets and determine their income generating life.
Judgment is required in determining this and then providing an
amortization rate to match this life as well as considering the
recoverability or conversion of advances made in respect of
securing film content or the services of talent associated with film
production.
Accounting for the film content requires Management's judgment
as it relates to total revenues to be received and costs to be incurred
throughout the life of each film or its license period, whichever is the
shorter. These judgments are used to determine the amortization of
capitalized film content costs. The Group use a stepped method of
amortization on first release film content writing off more in year one
which recognizes initial income flows and then the balance over a
period of up to nine years. In the case of film content that is acquired
by the Group after its initial exploitation, commonly referred to as
Library, amortization is spread evenly over the lesser of 10 years or
the license period. Management's policy is based upon factors
such as historical performance of similar films, the star power of the
lead actors and actresses and others. Management regularly
reviews, and revises when necessary, its estimates, which may
result in a change in the rate of amortization and/or a write down of
the asset to the recoverable amount.
Intangible assets are tested for impairment in accordance with the
accounting policy. These calculations require judgments and
estimates to be made, and in the event of an unforeseen event
these judgments and assumptions would need to be revised and
the value of the intangible assets could be affected. There may be
instances where the useful life of an asset is shortened to reflect the
uncertainty of its estimated income generating life.
c.
Employee benefit plans
The cost of the employment benefit plans and their present value
are determined using actuarial valuations which involves making
various assumptions that may differ from actual developments in
the future. For further details refer to Note 41.
d.
Fair value measurement of ESOP Liability
The fair value of ESOP Liability is determined using valuation
methods which involves making various assumptions that may
differ from actual developments in the future. For further details
refer Note 42.
e.
Trade receivable
Judgements are required in assessing the recoverability of overdue
trade receivables and determining whether a provision against
those receivables is required. Factors considered include the
amount and timing of anticipated future payments and any possible
actions that can be taken to mitigate the risk of non-payment.
f.
Depreciation
Property, plant and equipment are depreciated over the estimated
useful lives of the assets, after taking into account their estimated
residual value. Management reviews the estimated useful lives and
residual values of the assets annually in order to determine the
amount of depreciation to be recorded during any reporting period.
The useful lives and residual values are based on the Group's
historical experience with similar assets and take into account
anticipated technological changes. The depreciation for future
periods is adjusted if there are significant changes from previous
estimates.
g.
Impairment of non-financial assets
In assessing impairment, management estimates the recoverable
amount of each asset or cash-generating unit based on expected
future cash flows and uses an interest rate to discount them.
Estimation uncertainty relates to assumptions about future
operating results and the determination of a suitable discount rate.
h.
Provisions
Provisions and liabilities are recognized in the period when it
becomes probable that there will be a future outflow of funds
resulting from past operations or events and the amount of cash
outflow can be reliably estimated. The timing of recognition and
quantification of the liability require the application of judgment to
existing facts and circumstances, which can be subject to change.
Since the cash outflows can take place many years in the future, the
carrying amounts of provisions and liabilities are reviewed regularly
and adjusted to take account of changing facts and circumstances.
i.
Fair value measurement
Management uses valuation techniques to determine the fair value
of financial instruments (where active market quotes are not
available) and non-financial assets. This involves developing
estimates and assumptions consistent with how market
participants would price the instrument. Management bases its
assumptions on observable data as far as possible, but this is not
always available. In that case management uses the best
information available. Estimated fair values may vary from the
actual prices that would be achieved in an arm's length transaction
at the reporting date.
108
ANNUAL REPORT 2022-23
|
CORPORATE OVERVIEW MANAGEMENT REPORT
| FINANCIAL MANAGEMENT
Notes
to the consolidated financial statements and other explanatory information
2
Property, plant and equipment
Details of the Group’s property, plant and equipment and their carrying amounts are as follows:
Amount ` in lakhs
Gross carrying
amount
Buildings
Leasehold
improve-
ments
Furniture
and
fixtures
Motor
vehicles
Office
equipment
Data
processing
equipment
Studio
equipment
Right of
Use
Total
Balance as at 31 March 2021
4,108
Additions
Adjustments/ disposals
Foreign currency translation
difference
-
-
940
40
-
716
1
-
837
131
(175)
292
1,729
1,593
3,767
13,982
4
-
34
(47)
-
-
-
-
210
(222)
-
Balance as at 31 March 2022
4,108
980
Additions
-
-
Adjustments/ disposals
(192)
(35)
717
0
(25)
793
296
1,716
1,593
3,767
13,970
-
-
7
(8)
0
(181)
-
-
254
261
(3,425)
(3,865)
Foreign currency translation difference
-
Balance as at 31 March 2023
3,916
945
692
793
295
1,536
1,593
596
10,366
Accumulated
depreciation
Buildings
Leasehold
improve-
ments
Furniture
and
fixtures
Motor
vehicles
Office
equipment
Data
processing
equipment
Studio
equipment
Right of
Use
Total
Balance as at 31 March 2021
1,648
Depreciation charge
120
767
100
676
10
671
49
Adjustments/ disposals
-
-
-
(157)
268
1,490
1,563
1,576
8,659
8
-
106
(48)
9
-
90
543
492
338
Balance as at 31 March 2022
1,768
867
Depreciation charge
Adjustments/ disposals
114
-
Balance as at 31 March 2023
1,882
3
(35)
835
686
8
(1)
563
65
-
276
1,548
1,572
2,209
9,489
8
(7)
33
(121)
8
20
257
-
(1,805)
(1,969)
693
628
276
1,460
1,580
424
7,777
Net carrying amount
Capital-work-in progress
31 March 2022
Capital-work-in progress
31 March 2023
7
-
Balance as at 31 March 2022
Balance as at 31 March 2023
2,340
2,034
113
110
31
(0)
230
165
20
19
168
76
21
13
1,558
172
4,488
2,589
1.
2.
3.
The Group's immovable property situated in Mumbai, India is pledged against the borrowings as explained in note 17 and 23 .
There is no immovable property where title deed of such immovable property is not held in name of the group or jointly held with others.
The Group has not revalued its Property, Plant and Equipment during current financial year & previous financial year.
EROS INTERNATIONAL MEDIA LIMITED 109
CONSOLIDATED FINANCIAL STATEMENTS
Notes
to the consolidated financial statements and other explanatory information
3
Intangible assets
Details of the
Group’s
Intangible assets and their carrying amounts are as follows:
Balance as at 31 March 2022
24,020
5,14,962
2,754
Gross carrying amount
Balance as at 31 March 2021
Additions
Transfer to film and content rights
Amount written off
Provision for doubtful advances
Impairment of content advance written off
Advance written off against impairment
Reversal Impairment of content advance
Foreign currency translation difference
Additions
Transfer to film and content rights
Amount written off and other adjustment
Provision for doubtful advances
Impairment of Content Advance
Advance written off against impairment
Reversal Impairment of content advance
Foreign currency translation difference
Balance as at 31 March 2023
Accumulated amortisation
Balance as at 31 March 2021
Amortisation charge
Adjustments/ Deletion/ Impairement
Foreign currency translation difference
Balance as at 31 March 2022
Amortisation charge
Adjustments/ Deletion/ Impairement
Foreign currency translation difference
Balance as at 31 March 2023
Net carrying amount
Balance as at 31 March 2022
Balance as at 31 March 2023
Intangible assets under development
Balance as at 31 March 2022
Balance as at 31 March 2023
Content
advances
Film rights
Other intangible
assets
5,12,194
(871)
2,730
24
29,930
(2,288)
(170)
-
(4,624)
22,880
(22,880)
1,172
-
-
-
-
-
-
-
3,639
658
(594)
(2)
(8,819)
-
-
-
-
-
-
-
-
-
-
170
-
-
-
-
-
-
-
-
-
-
-
-
Amount ` in lakhs
Total
5,14,924
(847)
-
-
-
-
-
-
3,639
5,17,716
-
-
170
-
-
-
-
-
15,264
5,14,962
2,924
5,17,886
Film Rights
4,74,662
12,412
(1,172)
2,407
4,88,309
9,330
575
(537)
Others
1,802
237
-
-
2,039
426
-
Total
4,76,464
12,649
(1,172)
2,407
4,90,348
9,756
575
(537)
4,97,677
2,465
5,00,142
26,653
17,286
715
459
27,368
17,744
24,020
15,264
17,154
4,335
As on 31 March 2023, Content advances aggregate to ` 15,264 Lakhs (net of provision). Based on the various initiatives of Capital infusion as well as
Monetisation of Rights, the Group's management is of the opinion that the content advances which are for continuing projects are all good and realizable
and no further provision is required other than those already created in the books of account.
110
ANNUAL REPORT 2022-23
|
CORPORATE OVERVIEW MANAGEMENT REPORT
| FINANCIAL MANAGEMENT
Notes
to the consolidated financial statements and other explanatory information
3.1 Content Advances
a) Ageing as at 31 March 2023
Amount ` in lakhs
Particulars
Amount in content advances for a period of
Total
< 1 year
1 - 2 years
2 - 3 year
> 3 year
Projects in progress
Projects temporarily suspended
141
-
39
-
805
-
14,280
15,264
-
-
b) Ageing as at 31 March 2023 where project is overdue or has exceeded cost compared to original plan
Particulars*
To be completed
< 1 year
1 - 2 years 2 - 3 year > 3 year
Total(i)
Impairment &
provision (ii)
Net (i-ii)
CAE-1
CAE-2
CAE-3
CAE-4
CAE-5
CAE-6
CAE-7
CAE-8
CAE-9
CAE-10
CAE-11
CAE-12
CAE-13
CAE-14
CAE-15
CAE-16
CAE-17
CAE-18
CAE-19
CAE-20
CAE-21
CAE-22
Project less than 1,000 lakhs
Total
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
11
50
-
80
141
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
25
-
-
-
14
39
-
-
-
-
-
45
-
-
-
-
-
-
-
-
50
55
-
-
37
249
81
-
288
805
1,060
550
2,963
5,200
1,060
550
2,963
5,200
10,111
10,111
390
500
2,030
400
6,361
5,859
194
2,085
895
859
435
500
2,030
400
6,361
5,859
194
2,085
895
909
629
326
2,963
5,200
8,863
231
500
2,030
400
6,361
5,859
194
1,237
895
510
23,771
23,826
19,400
300
158
10,674
17,575
26,741
321
621
300
158
10,736
17,834
26,872
321
1,003
300
158
9,874
13,491
25,295
80
541
431
224
-
-
1,248
204
-
-
-
-
-
-
848
-
399
4,426
-
-
862
4,343
1,577
241
462
1,19,617
1,20,602
1,05,337
15,264
* Project cost incurred above INR 1,000 lakhs has been classified separately.
** Due to COVID restrictions in the past, projects where cost is exceeded as compared to the original plan is not ascertainable at this point.
c) Ageing as at 31 March 2022
Particulars
Amount in content advances for a period of
Total
< 1 year
1 - 2 years
2 - 3 year
> 3 year
Projects in progress
Projects temporarily suspended
134
-
863
-
12,853
10,170
24,020
-
-
-
EROS INTERNATIONAL MEDIA LIMITED 111
CONSOLIDATED FINANCIAL STATEMENTS
Notes
to the consolidated financial statements and other explanatory information
d) Ageing as at 31 March 2022 where project is overdue or has exceeded cost compared to original plan
Particulars*
To be completed
< 1 year
1 - 2 years 2 - 3 year > 3 year
Total(i)
Impairment &
provision (ii)
Net (i-ii)
CAE-1
CAE-2
CAE-3
CAE-4
CAE-5
CAE-6
CAE-7
CAE-8
CAE-9
CAE-10
CAE-11
CAE-12
CAE-13
CAE-14
CAE-15
CAE-16
CAE-17
CAE-18
CAE-19
CAE-20
CAE-21
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1
-
-
Project less than 1,000 lakhs
Total
133
134
-
-
-
-
-
45
-
-
-
-
-
-
-
-
50
55
-
-
62
314
92
245
863
-
1,060
550
-
1,060
550
2,963
5,200
10,111
435
500
2,030
400
6,361
5,859
194
2,085
895
909
342
177
2,963
5,200
8,030
157
500
2,030
400
6,361
5,859
194
1,147
895
277
2,963
5,200
6,729
365
500
2,030
400
6,361
5,859
194
1,860
895
-
23,099
23,826
18,543
1,125
158
7,145
14,314
25,761
672
300
158
10,941
17,859
26,822
1,081
300
158
9,220
9,644
23,623
498
-
-
3,382
25
-
-
-
-
-
-
225
-
859
672
(825)
-
3,734
3,232
969
31
718
373
-
-
2,080
278
-
-
-
-
-
-
938
-
632
5,283
-
-
1,721
8,215
3,200
583
12,853
1,06,688
1,20,538
96,518
24,020
* Project cost incurred above INR 1,000 lakhs has been classified separately.
** Due to COVID restrictions in the past, projects where cost is exceeded as compared to the original plan is not ascertainable at this point.
3.2 Intangible Assets Under Development (IAUD)
a) Ageing as at 31 March 2023
Particulars
Amount in IAUD for a period of
Total
< 1 year
1 - 2 years
2 - 3 year
> 3 year
Amount ` in lakhs
Projects in progress
Projects temporarily suspended
4,047
-
34
-
253
-
0
-
4,335
-
b) Ageing as at 31 March 2023 where project is overdue or has exceeded cost compared to original plan
Particulars
< 1 year
1 - 2 years
2 - 3 year
To be completed
> 3 year
Total (i)
Impairment &
provision (ii)
Net (i-ii)
Projects in progress
Projects temporarily suspended
4,047
-
34
-
253
-
-
-
4,335
-
-
-
4,335
-
a) Ageing as at 31 March 2022
Particulars
Amount in IAUD for a period of
Total
< 1 year
1 - 2 years
2 - 3 year
> 3 year
Projects in progress
Projects temporarily suspended
13,134
3,490
-
-
209
-
-
321
16,833
321
b) Ageing as at 31 March 2022 where project is overdue or has exceeded cost compared to original plan
Particulars
< 1 year
1 - 2 years
2 - 3 year
To be completed
> 3 year
N I L
Total (i)
Impairment &
provision (ii)
Net (i-ii)
112
ANNUAL REPORT 2022-23
|
CORPORATE OVERVIEW MANAGEMENT REPORT
| FINANCIAL MANAGEMENT
Notes
to the consolidated financial statements and other explanatory information
4
Loans
Amounts due from related parties (refer note 42)**
Unsecured, considered good
Total
Amount ` in lakhs
As at
31 March 2022
31 March 2023
1,01,227
295
1,01,522
88,189
489
88,678
* net of impairment ` 746 lakhs (31 March 2022 : ` 762 lakhs)
** Loans have been granted to promoters, directors, KMPs and the related parties, either severally or jointly with any other person, that are repayable on
demand.
5
Other financial assets
Security deposits
Security deposits- related parties (refer note 44)
Security deposits- others
Accrued Interest receivables
Total
6
Other non- current assets
Advance payment of taxes (net of provision)
Balances due with statutory authorities
Deferred expeses
Total
7
Inventory
VCD/ DVD/ Audio CDs
Film Rights
Others
Total
8
Trade and other receivables
Secured, considered good
Unsecured, considered good
Dues from related parties (refer note 44)
Less : Expected credit loss *
Total
*Movement of Expected credit loss
Opening Balance
Addition during the year
Transfer to Bad debts*
Closing Balance
75
72
-
147
982
1
215
268
75
343
2,047
8,753
-
1,198
10,800
-
859
-
859
0
850
-
850
-
-
5,878
59,809
65,687
(836)
64,851
789
47
-
836
3,533
57,831
61,364
(789)
60,575
723
68
(2)
789
All amounts are short-term. The net carrying value of trade receivables is considered a reasonable approximation of fair value.
EROS INTERNATIONAL MEDIA LIMITED 113
CONSOLIDATED FINANCIAL STATEMENTS
Notes
to the consolidated financial statements and other explanatory information
8.1 Trade Receivables Ageing as at 31 March 2023
Amount ` in lakhs
Particulars
Outstanding for following period from due date of payment
Total
Not Due
Less than
6 months
6 months
- 1 year
1 - 2 years
2 - 3 years
More than
3 years
56,718
8,069
262
89
115
435
65,687
Undisputed Trade receivables-
considered good
Undisputed Trade receivables-which
have significant increase in credit risk
Undisputed Trade receivables-
credit impaired
Disputed Trade receivables-
considered good
Disputed Trade receivables-which have
significant increase in credit risk
Disputed Trade receivables-
credit impaired
Sub Total
-
-
-
-
-
-
-
-
-
-
56,718
8,069
-
-
-
-
-
262
155
107
-
-
-
-
-
89
89
-
-
-
-
-
-
115
115
-
-
-
-
-
-
-
-
-
-
-
435
435
65,687
836
-
64,851
Less: Provision for Expected Credit Loss
-
42
Total
56,718
8,026
% of provision as per Expected
Credit Loss
1%
59%
100%
100%
100%
Trade Receivables Ageing as at 31 March 2022
Amount ` in lakhs
Particulars
Outstanding for following period from due date of payment
Total
Not Due
Less than
6 months
6 months
- 1 year
1 - 2 years
2 - 3 years
More than
3 years
18,555
2,531
10,731
24,615
4,630
302
61,364
Undisputed Trade receivables-
considered good
Undisputed Trade receivables-which
have significant increase in credit risk
Undisputed Trade receivables-
credit impaired
Disputed Trade receivables-
considered good
Disputed Trade receivables-which
have significant increase in credit risk
Disputed Trade receivables-
credit impaired
Sub Total
Less: Provision for Expected Credit Loss
Total
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
18,555
-
2,531
124
10,731
24,615
135
89
18,555
2,407
10,596
24,526
% of provision as per Expected Credit Loss
5%
1%
0%
9
Cash & cash equivalents
Balances with banks
-in current accounts
Cash on hand
Other Bank Balances
-Deposits with maturity of more than 3 months but less than 12 months
Total
114
ANNUAL REPORT 2022-23
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
4,630
139
4,491
3%
302
302
61,364
789
-
60,575
100%
Amount ` in lakhs
As at
31 March 2022
31 March 2023
9,172
5
9,177
-
9,177
318
90
408
-
408
|
CORPORATE OVERVIEW MANAGEMENT REPORT
| FINANCIAL MANAGEMENT
Notes
to the consolidated financial statements and other explanatory information
10 Restricted bank deposits
i.
Unclaimed dividend account
ii. Margin money deposit- less than 12 Months *
iii. Deposits with maturity more than 12 months*
Less: Disclosed under non current financial assets - Restricted bank deposits
Total
* given as securities against fund based working capital limits.
11
Loans
Loans and advances to employees
Other loans
Security deposits
Total
12 Other financial assets
Interest accrued
Unbilled Revenue
Amounts due from related parties (refer note 44)
Others
Less : Expected credit loss
Total
13 Other current assets
Prepaid-expenses
Others
Amounts due from related parties (refer note 44)
Total
Amount ` in lakhs
As at
31 March 2022
31 March 2023
-
88
1
89
(1)
88
158
748
36
958
2
622
-
2,597
(1,413)
1,810
1,193
3,004
815
5,012
-
535
1
536
(1)
535
164
649
34
862
48
-
56
497
-
601
297
125
422
As at 31 March 2023
As at 31 March 2022
Number
Amount
Number
Amount
Amount ` in lakhs
`
, except share data
14 Share capital
Authorised share capital
Equity shares of ` 10 each
Issued, subscribed and fully paid- up
Equity shares of ` 10 each
Total
a) Reconciliation of paid- up share capital (Equity Shares)
Balance at the beginning of the year
Add: Issued on exercise of employee share options
Balance at the end of the year
12,50,00,000
12,50,00,000
12,500
12,500
12,50,00,000
12,50,00,000
9,58,64,818
9,58,64,818
9,58,84,872
29,247
9,59,14,119
9,586
9,586
9,588
3
9,591
9,58,64,818
9,58,64,818
9,58,64,818
20,054
9,58,84,872
12,500
12,500
9,586
9,586
9,586
2
9,588
During the year, the Company has issued total 29,247 equity shares (2022: 20,054) on exercise of options granted under the employees stock
option plan (ESOP) wherein part consideration was received in the form of employees services.
EROS INTERNATIONAL MEDIA LIMITED 115
CONSOLIDATED FINANCIAL STATEMENTS
Notes
to the consolidated financial statements and other explanatory information
b) Shares held by holding company, ultimate holding company, subsidiaries / associates of holding company or ultimate holding company
, except share data
Amount ` in lakhs
Equity shares of ` 10 each
Eros Worldwide FZE (formerly known as
Eros Worldwide FZ LLC- Holding company
Eros Digital Private Limited - Fellow subsidiary
As at 31 March 2023
As at 31 March 2022
Number
Amount
Number
Amount
65,30,807
90,52,144
653
905
2,43,83,541
2,17,00,000
2,438
2,170
c) Details of Shareholders holding more than 5% of the shares
`
Amount ` in lakhs
, except share data
Equity shares of ` 10 each
Eros Worldwide FZE (formerly known as Eros
Worldwide FZ LLC- Holding company
Eros Digital Private Limited - Fellow subsidiary
As at 31 March 2023
As at 31 March 2022
Number
% holding
in the class
Number
% holding
in the class
65,30,807
90,52,144
6.81%
9.44%
2,43,83,541
2,17,00,000
25.43%
22.63%
d) Share holding of Promoter
As at 31 March 2023
Promoter's Name
Sr.
No.
Classs of
Equity share
No. of shares
at the beginning
of the year
Change
during
the year
No. of shares
at the end
of the year
% of total
shares
% change
during the
year
Amount ` in lakhs
1 Eros Worldwide FZE (formerly known
as Eros Worldwide FZ LLC
Equity Shares
2,43,83,541
(1,78,52,734)
65,30,807
2 Eros Digital Private Limited
Equity Shares
2,17,00,000
(1,26,47,856)
90,52,144
3 Mrs. Meena Lulla
4 Mr. Sunil Lulla
5 Ms. Krishika Sunil Lulla
Total
As at 31 March 2022
Promoter's Name
Sr.
No.
Equity Shares
Equity Shares
Equity Shares
4,200
1,400
1,400
-
-
-
4,200
1,400
1,400
4,60,90,541 (3,05,00,590)
1,55,89,951
16.26%
Classs of
Equity share
No. of shares
at the beginning
of the year
Change
during
the year
No. of shares
at the end
of the year
% of total
shares
1 Eros Worldwide FZ LLC
Equity Shares
3,78,77,302
(1,34,93,761)
2,43,83,541
2 Eros Digital Private Limited
Equity Shares
2,17,00,000
-
2,17,00,000
3 Mrs Meena Lulla
4 Mr Sunil Lulla
5 Miss Krishika Lulla
6
Legal Heirs of Shri Arjan Lulla
Total
Equity Shares
Equity Shares
Equity Shares
Equity Shares
2,800
1,400
1,400
1,400
1,400
-
-
4,200
1,400
1,400
(1,400)
-
5,95,84,302 (1,34,93,761)
4,60,90,541
48.06%
6.81%
9.44%
0.01%
0.00%
0.00%
-18.62%
-13.19%
0.00%
0.00%
0.00%
Amount ` in lakhs
% change
during the
year
-14.08%
0.00%
0.00%
0.00%
0.00%
100.00%
25.43%
22.63%
0.00%
0.00%
0.00%
0.00%
e)
Details of employee stock options issued during the last 5 years
During the period of five years immediately preceding the reporting date, the Company has issued total 2,325,568 equity shares ( 31 March 2022:
2,296,321) on exercise of options granted under the employees stock option plan (ESOP) wherein part consideration was received in the form of
employee services.
f)
Rights, preferences, restrictions of Equity Shares
The Company has only one class of equity shares having par value of `10 per share. Every holder is entitled to one vote per share. The dividend, if
any, proposed by the Board of Directors and approved by the Shareholders in the Annual General Meeting is paid in Indian rupees.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution
of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
116
ANNUAL REPORT 2022-23
|
CORPORATE OVERVIEW MANAGEMENT REPORT
| FINANCIAL MANAGEMENT
Notes
to the consolidated financial statements and other explanatory information
15 Other equity
Securities premium reserve
Balance at the beginning of the year
Add : Transfer from share option outstanding account
Balance at the end of the year
Share options outstanding account
Balance at the beginning of the year
Less: Transfer to securities premium account
Balance at the end of the year
Capital reserves
As per last year balance sheet
General reserves
As per last year balance sheet
Surplus from Statement of Profit & Loss
Balance at the beginning of the year
Add : Profit/ (loss) for the year
Balance at the end of the year
Other comprehensive income
a)
Foreign currency translation reserve
Balance at the beginning of the year
Movement during the year
Balance at the ending of the year
b) Remeasurement gain on definted benfit plan
c) ECL Rate Difference
Total
Nature and Purpose of Reserves:-
Amount ` in lakhs
As at
31 March 2023
As at
31 March 2022
42,264
55
42,319
826
(55)
771
56
508
35,036
(11,656)
23,380
18,078
7,854
25,932
224
-
42,228
36
42,264
826
-
826
56
508
35,794
(758)
35,036
14,754
3,324
18,078
255
-
93,190
97,023
Securities Premium Reserve : The amount received in excess of face value of the equity shares is recognised in Securities Premium Reserve.
General Reserve : General Reserve was created by transferring a portion of the net profit of the Company as per the requirements of the
Companies Act, 2013.
Capital Reserve: Capital Reserve is used from pre-acquisition profit of subsidiaries.
General Reserve : The General Reserve is used from time to time to transfer profit from retained earning for appropriation purpose.
Foreign Currency Translation Reserve : Exchange Fluctuation Reserve represents the unrealised gains and losses on account of translation of
foreign subsidiaries into the reporting currency.
16 Non- controlling interest
Balance at begning of the year
Opening balance
Profit/(loss) for the year
Balance at end of year
Amount ` in lakhs
As at
31 March 2023
As at
31 March 2022
1,209
(322)
887
1,368
(159)
1,209
EROS INTERNATIONAL MEDIA LIMITED 117
CONSOLIDATED FINANCIAL STATEMENTS
Notes
to the consolidated financial statements and other explanatory information
17 Borrowings
a)
Term Loans
Secured
Term loan from banks*
Car loans#
Others @
Unsecured
Term loan from others**
Less: Cumulative effect of unamortised cost
Less: Current maturities disclosed under other current financial liabilities (refer note 26)
Total
Amount ` in lakhs
As at
31 March 2023
As at
31 March 2022
1,231
11,242
56
-
-
56
-
(1,248)
39
68
6
-
11,316
-
(6,642)
4,674
*
Term loans from banks carry an interest rate of 9%p.a. on implementation of OTR plan (in previous year the rate of interest was 9%) and are secured by pari passu first charge
on the satellite rights acquired for the domestic market, actionable claims, revenue and receivables arising on sales of the rights and negatives of films. Term loans are further
secured by equitable mortgage of Company's immovable properties situated at Mumbai (India), amounts held as margin money, corporate guarantee of Eros Media World
PLC (entity having significant influence) formerly known as Eros STX Global Corporation),residual value of equipments and vehicles and existing rights of hindi films with nil
book value.
# Car loans was carrying rate of interest of 7.48%-9.50% are secured by hypothecation of vehicles acquired.
** Other loans are secured by hypothication of assets acquired there against, carrying rate of interest of 10.50% to 11.50% which are repayable as per maturity profile set out
below
@ Unsecured loans from related parties are repayable over a period of 3 -5 years and carrying rate of interest 8.90% p.a.
18
Trade payable - non current
Payable to related parties (refer note 42)
Total
19 Other Financial Liabilities
Security desposits
Lease Liability
Total
20
Employee benefit obligations - non current
Provision for gratuity (refer note 39)
Leave encashment
Total
21 Deferred Taxes
Deferred Tax Liability arising on account of
Depreciation on tangible assets
Amortisation of intangible assets
Total Deferred Tax Liability
Deferred Tax Asset arising on account of
Depreciation on tangible assets
Others
Impairment
Total Deferred Tax Assets
Restricted to and consequent impact
Total Deferred Tax Assets/ (Liabilities)- net
118
ANNUAL REPORT 2022-23
21,097
21,097
19,082
19,082
25
204
229
324
-
324
(5)
2,969
2,964
34
366
2,964
3,364
-
400
25
-
25
243
64
307
43
4,812
4,855
35
1,494
28,439
29,968
-
401
|
CORPORATE OVERVIEW MANAGEMENT REPORT
| FINANCIAL MANAGEMENT
Notes
to the consolidated financial statements and other explanatory information
21 Deferred Taxes (Continued)
Significant management judgement is considered in determining provision for income tax, deferred tax assets and liabilities and recoverability of
deferred tax asset. The recoverability of deferred tax asset is based on estimate of taxable inome for the period over which deferred tax asset will
be recovered.However net deferred tax assets have been restricted to NIL due to non existence of reasonable certainity.The business loss for AY
2021-22 can carried forward till AY 2029-2030.
Reconciliation of tax expense and the accounting profit multiplied by India's domestic tax rate:
Amount ` in lakhs
As at
31 March 2023
As at
31 March 2022
Profit before tax
At India’s statutory income tax rate of 25.17%
Adjustment on account of permanent difference
Origination and reversal of temporary differences
Others
At India’s statutory income tax rate of 25.17% (31 March 2022: 25.17%)
22 Other non-current liabilities
Deferred revenue
Total
23
Short term borrowings
Secured
Secured from banks
Current maturities of long-term borrowings
Unsecured
Unsecured from others
From related parties (refer note 44)
Total
24
Trade payables - current financials liabilities
Micro and small enterprises
Trade payable
Other than Micro and small enterprises
Others
Payable to related parties (refer note 44)
Total
25 Other financial liabilities
Interest accrued but not due on borrowings
Employee dues
Other expenses payable
Other payable to related party (refer note 42)
Total
26
Employee benefit obligations - current
Provision for gratuity (refer note 39)
Leave encashment
Total
(11,968)
(3,012)
-0.49%
7.79%
-0.32%
25.17%
(115)
(29)
-0.85%
0.00%
26.02%
25.17%
7,331
7,331
6,621
6,621
10,276
1,248
6,554
725
18,803
29,104
6,642
5,105
795
41,646
142
120
12,814
35,909
48,865
54
517
4,250
1,823
6,644
94
164
258
12,357
8,494
20,971
911
586
804
1,118
3,419
119
171
290
EROS INTERNATIONAL MEDIA LIMITED 119
CONSOLIDATED FINANCIAL STATEMENTS
Notes
to the consolidated financial statements and other explanatory information
27 Other Current Liabilities
Advance from customers- related parties (refer note 42)
Advances from customers- Others
Duties & Taxes Payable
Deferred income
Total
28 Current tax liabilites (net)
Provision for Corporate Taxes (net of advance tax)
Total
29 Revenue from operations
Sale/distribution/exhibition of films and other rights
Other operating revenues
Total
30 Other income
Gain on foreign exchange (net)
Interest income :
Bank deposits
Others
Income from Export Incentives
Sundry balances written back and Bad debts recovered
Provision written back for expected credit loss
Reversal of provision of impairment of content advances (refer note 3)
Gain on disposal of property, plant and eqipment (net)
Other non-operating income
Total
31
Purchases / Operating Expenses
Film rights cost
Amortization of film rights
Total
32 Changes in inventories
Inventories at the end of the year
Stock-in-trade
Inventories at the beginning of the year
Stock-in-trade
Total
120
ANNUAL REPORT 2022-23
Amount ` in lakhs
As at
31 March 2023
As at
31 March 2022
3,333
1,695
7,694
2,654
15,376
4,030
15,716
4,460
3,195
27,401
3,322
3,322
6,763
6,763
Amount ` in lakhs
Year ended
31 March 2023
Year ended
31 March 2022
68,057
6
68,063
37,298
15
37,313
1,281
14
5,659
35
179
116
-
5
299
7,588
845
31
5,381
-
1,553
4
1,172
21
249
9,256
52,976
9,330
62,306
15,133
12,412
27,545
859
859
850
850
(9)
850
850
850
850
-
|
CORPORATE OVERVIEW MANAGEMENT REPORT
| FINANCIAL MANAGEMENT
Notes
to the consolidated financial statements and other explanatory information
33 Employee benefits expense
Salaries and wages
Contributions to provident and other funds (refer note 41)
Employee share based compensation (refer note 42)
Gratuity expenses (refer note 41)
Staff welfare expenses
Total
34 Finance costs
Interest expenses on loans taken from banks
Other interest expenses
Interest on delayed payment of taxes
Less : Interest received
Total
35
Depreciation and amortization expenses
Depreciation on property, plants and equipments (refer note 2)
Amortization on intangible assets other than film rights (refer note 3)
Total
36
Other expenses
Print & digital distribution cost
Selling & distribution expenses
Processing and other direct cost
Shipping, Packing & Forwarding Expenses
Power and fuel
Rent including lease rentals
Repairs and maintenance
Insurance
Rates and taxes
Communication Expenses
Travelling and conveyance
Legal and professional expenses
Payments to auditors
Trade receivables written off
Content advance written off
Advances & deposits written off
Provision for doubtful receivables
Provision for doubtful advances
Impairment of Film Rights & Content Advance
Corporate social responsibility expenses
Miscellaneous expenses
Total
Amount ` in lakhs
Year ended
31 March 2023
Year ended
31 March 2022
2,915
155
1
57
52
5,474
295
-
90
43
3,180
5,902
4,480
560
1,872
6,912
(13)
6,899
257
426
683
-
92
1,524
1
30
77
391
10
77
28
78
562
102
77
2
-
1,460
8,819
575
10
645
14,560
4,611
383
529
5,523
(37)
5,486
492
237
729
4
138
106
7
18
96
107
18
53
49
80
1,091
168
2
-
2
229
4,624
-
227
7,022
EROS INTERNATIONAL MEDIA LIMITED 121
CONSOLIDATED FINANCIAL STATEMENTS
Notes
to the consolidated financial statements and other explanatory information
Amount ` in lakhs
Year ended
31 March 2023
Year ended
31 March 2022
37
Earnings per share
a) Computation of net profit (loss) for the year
Profit/ (loss) after tax attributable to equity shareholders (` in lakhs)
(11,978)
(917)
b) Computation of number of shares for Basic Earnings per share
Weighted average number of equity shares
Total
9,58,84,872
9,58,84,872
9,58,77,949
9,58,77,949
c) Computation of number of shares for Diluted Earnings per share
Weighted average number of equity shares used in the calculation of basic earning per share
9,58,84,872
9,58,77,949
Add:- Weighted average potential equity shares (dilutive impact of ESOPs)
Total
33,762
-
9,59,18,634
9,58,77,949
d) Nominal value of shares
10
10
e) Computation
Basic (in `)
Diluted (in `)
38 Contingent liabilities and commitments (to the extent not provided for)
(a) Contingent liabilities
(i) Claims against the Company not acknowledged as debt
Sales tax claims disputed by the Company
Service tax (refer note 1)
Income tax liability that may arise in respect of matters in appeal
(ii) Guarantees
Guarantee given in favor of various government authorities
(12.48)
(12.48)
(0.96)
(0.96)
Amount ` in lakhs
As at
31 March 2023
As at
31 March 2022
2,094
54,243
9,519
25
65,881
2,169
54,243
114
25
56,551
Notes:
a
1
b
During the year ended 31 March 2015, the Company received a show cause notice from the Commissioner of Service Tax to show cause why
an amount aggregating to ` 15,675 lakhs for the period 1 April 2009 to 31 March 2014 should not be levied on and paid by the Company for
service tax arising on temporary/perpatual transfer of copyright services and other matters. In connection with the aforementioned matters, on
19 May 2015, the Company received an Order-in-original issued by the Principal Commissioner, Service Tax, wherein the department
confirmed the demand of ` 15,675 lakhs along with interest and penalty amounting to ` 15,675 lakhs resulting into a total demand of ` 31,350
lakhs. On 3 September 2015, the Company filed an appeal against the said order before the authorities. The Company has paid ` 1,000 Lakhs
under protest . Considering the facts and nature of levies and the ad-interim protection for the period 1 July 2010 to 30 June 2012 granted by
the Honorable High Court of Mumbai, the Company expects that the final outcome of this matter will be favourable. Accordingly, based on the
assessment made after taking appropriate legal advise, the provision of ` 88.52 Lakhs only has been recorded and no additional liability has
been recorded in the financial statements.
On 8 October, 2018, the Company received a show cause notice from the Commissioner of Service Tax to show cause why an amount
aggregating to ` 1347 lakhs and penalty of ` 1347 lakhs resulting to total demand of ` 2694 Lakhs for the period 1 April 2014 to 31 March 2015
should not be levied on and paid by the Company for service tax arising on temporary/perpatual transfer of copyright services and other
matters. Considering the facts and nature of levies and the ad-interim protection for the period 1 July 2010 to 30 June 2012 granted by the
Honorable High Court of Mumbai, the Company expects that the final outcome of this matter will be favorable. Accordingly, based on the
assessment made after taking appropriate legal advise, the provision of ` 60.77 lakhs has been recorded and no additional liability has been
recorded in the financial statements.
On 18 April, 2016, a subsidiary of the Company - Eros International Films Private Limited, received a show cause notice from the
Commissioner of Service Tax to show cause why an amount aggregating to ` 597 lakhs and panalty of 60 lakhs for the period 1 April 2014 to
31 March 2015 should not be levied on and paid by the Company for service tax arising on temporary/ Perpatual transfer of copyright services
and other matters. Considering the facts and nature of levies and the ad-interim protection for the period 1 July 2010 to 30 June 2012 granted
122
ANNUAL REPORT 2022-23
|
CORPORATE OVERVIEW MANAGEMENT REPORT
| FINANCIAL MANAGEMENT
Notes
to the consolidated financial statements and other explanatory information
c
d
e
by the Honorable High Court of Mumbai, the Company expects that the final outcome of this matter will be favorable. Accordingly, based on
the assessment made after taking appropriate legal advise, no additional liability has been recorded in the financial statements.
On 28 February, 2013, a subsidiary of the Company- Universal Power System Private Limited (acquired on 1 August, 2015), received a service
tax order with reference to the internal audit conducted by the service tax department. Based on the audit conducted, department has
demanded tax amounting to ` 114 lakhs against which the subsidiary has paid ` 20 lakhs. The subsidiary has not made any provision in the
books to give effect to this order and filed an appeal against the demand. The subsidiary expects that the final outcome will be favorable.
Accordingly, based on the assessment made after appropriate legal advice, ` 94 lakhs has been considered as contingent liability and no
liability has been recorded in the financial statements.
Company Eros International Media LImited has received showcause notice for reversal of CENVAT credit for the period 2013-14 to 2015-16 ?
187 lakhs,no additional liability has been accouunted in financial statements for this showcause notice. Further Company also received
showcause notice for Non levy of Service tax on Import of Services for the period 2013-14 to 2015-16 for ` 70 Lakhs, the Company has
recorded liability ` 51.51 lakhs on account of this show cause notice.
During the year ended at at 31 March 2021, the Company received a show cause notice from the Commissioner of Service Tax to show cause
why an amount aggregating to ` 5,317 lakhs for the period 1 April 2015 to 30 June 2017 should not be levied on and paid by the Company for
service tax arising on temporary/perpatual transfer of copyright services and other matters. company is in process of filing of reply for the
same.
2
3
4
5
In addition, the Company is liable to pay service tax on use on temporary transfer of copyright in the period 1 July 2010 to 30 June 2012. The
Company filed a writ petition in Mumbai High Court challenging the constitutionality and the legality of this entry and received ad-interim protection
and accordingly, no amounts were provided for by the Company for the period 1 April 2011 to 30 June 2012.
It is not practicable for the Group to estimate the timing of cash outflows, if any, in respect of the above, pending resolution of the respective
proceedings.
From time to time, the Group is involved in legal proceedings arising in the ordinary course of its business, typically intellectual property litigation and
infringement claims related to the Company's feature films and other commercial activities, which could cause the Company to incur expenses or
prevent the Company from releasing a film. While the resolution of these matters cannot be predicted with certainty, the Company does not believe,
based on current knowledge or information available, that any existing legal proceedings or claims are likely to have a material and adverse effect on
its financial position, results of operations or cash flows.
The Company does not expect any reimbursements in respect of the above contingent liabilities.
Amount ` in lakhs
b) Commitments
Estimated amount of contracts remaining to be executed on capital account
Total
39 Employment benefits
a) Gratuity
1,47,093
1,47,093
2,12,974
1,49,506
1,49,506
2,06,057
The following table set out the status of the gratuity plan as required under Indian Accounting Standard (Ind AS) - 19, Employee benefits, and the
reconciliation of opening and closing balances of the present value of the defined benefit obligation:
Amount ` in lakhs
As at
31 March 2023
As at
31 March 2022
I
Change in projected benefit obligation
Liability at the beginning of the year
Interest cost
Current service cost
Past service cost
Liabilty transferred
Benefits paid
Actuarial loss on obligations
Liability at the end of the year
Current portion
Non-current portion
II
Recognised in Balance Sheet
Liability at the end of the year
Amount recognised in Balance Sheet
III
Expense recognised in Statement of Profit and loss
Current service cost
Interest cost
426
23
34
-
-
(67)
2
418
93
324
418
418
34
23
57
485
27
63
-
-
(88)
(61)
426
119
307
426
424
63
27
90
EROS INTERNATIONAL MEDIA LIMITED 123
CONSOLIDATED FINANCIAL STATEMENTS
Notes
to the consolidated financial statements and other explanatory information
39 Employment benefits continued
Actuarial (Gains) / losses
Arising from changes in experience
Arising from changes in financial assumptions
Arising from changes in demographic assumptions
Expense/(income) recognised in Other comprehensive income
IV Assumptions used
Discount rate
Long-term rate of compensation increase
Attrition Rate
Expected average remaining working life
Amount ` in lakhs
As at
31 March 2023
As at
31 March 2022
27
(23)
(2)
2
(36)
1
(26)
(61)
5.66% - 7.29%
4.56%- 5.66%
4.76%
25% - 41%
5 years
4.76%
25%-45%
3 years
V
A quantitative sensitivity analysis for significant assumption as at 31 March 2018 is as shown below :
Impact on defined benefit obligation
Projected benefit obligation on current assumption
Discount rate
1.00 % increase
1.00 % decrease
Rate of increase in salary
1.00 % increase
1.00 % decrease
Rate of increase in employee turnover
1.00 % increase *
1.00 % decrease *
* Amount less than one lakh
VI Maturity profile of defined benefit obligation
Year
Year 1
Year 2
Year 3
Year 4
Year 5
Sum of Years 6 & above
418
(11)
11
9
(9)
2
(2)
94
99
63
49
39
198
426
(15)
15
13
13
-0
0
119
108
72
47
36
105
VII
Interest rate risk: A fall in the discount rate which is linked to the G.Sec. Rate will increase the present value of the liability requiring higher
provision.
VIII Salary Risk: The present value of the defined benefit plan liability is calculated by reference to the future salaries of members. As such, an
increase in the salary of the members more than assumed level will increase the plan's liability.
IX
X
Asset Liability Matching Risk: The plan faces the ALM risk as to the matching cash flow. Company has to manage pay-out based on pay as
you go basis from own funds.
Mortality risk: Since the benefits under the plan is not payable for life time and payable till retirement age only, plan does not have any
longevity risk.
b)
Compensated absences
The Liability for leave encashment and compensated absences as at March 31, 2023 agreegating ` 164 Lakhs (Previous Year ` 235 Lakhs)
c)
Provident fund
The Company contributed ` 154 lakhs (31 March 2022 : ` 293 lakhs) to the provident fund plan, ` 1 lakhs (31 March 2022 : ` 2 lakhs) to the Employee
state insurance plan.
124
ANNUAL REPORT 2022-23
|
CORPORATE OVERVIEW MANAGEMENT REPORT
| FINANCIAL MANAGEMENT
Notes
to the consolidated financial statements and other explanatory information
40 Share Based Compensation
The Company has instituted Employees’ Stock Option Plan “ESOP 2009” and "ESOS 2017" under which the stock options have been granted to
employees. The scheme was approved by the shareholders at the Extra Ordinary General Meeting held on 17 December 2009 and Annual General
Meeting held on 29 September 2017 respectively. The details of activities under the ESOP 2009 and ESOS 2017 scheme are summarized below:
The expense recognized for employee services received during the year is shown in the following table:
Expense arising from equity-settled share-based payment transactions
There were no cancellations or modifications to the awards in 31 March 2023 or 31 March 2022.
Amount ` in lakhs
Year ended
31 March 2023
Year ended
31 March 2022
-
-
Movements during the year
The following table illustrates the number and weighted average exercise prices (WAEP) of, and movements in, share options during the year:
Outstanding at 1 April
Granted during the year
Forfeited during the year
Exercised during the year
Outstanding at 31 March
Exercisable at 31 March
Range of exercise price of outstanding options ( ` )
Weighted average remaining contractual life of option
As at 31 March 2023
As at 31 March 2022
Number
1,75,752
-
-
(29,247)
1,46,505
1,46,505
` 10-150
2.96 Years
WAEP
Number
WAEP
103
1,99,923
-
-
10
94
94
-
(4,117)
(20,054)
1,75,752
1,75,752
` 10-150
2.96 Years
45
-
10
10
94
106
Black Scholes valuation model has been used for computing the weighted average fair value considering the following inputs:
Date of grant
Particulars
17-Dec-09 12-Aug-10 1-Jul-12 14-Oct-13 12-Nov-14 12-Feb-15 9-Feb-16 10-Feb-17 14-Nov-17 10-Feb-18
Dividend yield (%)
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Expected volatility
75.00%
60.00%
44.00%
35.00%
40.11%
37.84%
46.46%
48.66%
56.53% 53.15%
Risk free interest rate
6.30%
6.50%
8.36%
8.57%
8.50%
7.74%
7.49%
6.51%
6.90%
7.38%
Exercise price
75-175
75-135
Expected life of options
granted in years
5.25
5.25
Table 1.1
Expected life of options granted in years
75
5.50
150
4.50
10
10
10
As per Table 1.1
10
4.27
10
3.50
10
4.50
Option Grant date
9-Feb-16
12-Feb-15
12-Nov-14
Year I
Year II
Year III
Old Employees New Employees Old Employees New Employees Old Employees New Employees
3.50
4.50
5.50
4.50
5.50
6.50
3.00
3.50
4.00
3.00
4.00
4.50
3.50
4.50
5.50
4.50
5.50
6.50
The expected life of options is based on historical data and current expectations and is not necessarily indicative of exercise patterns that may
occur. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the options is indicative of future
trends, which may differ from the actual.
EROS INTERNATIONAL MEDIA LIMITED 125
CONSOLIDATED FINANCIAL STATEMENTS
Notes
to the consolidated financial statements and other explanatory information
41
Segment Reporting
Description of segment and principal activities
The Company acquires, co-produces and distributes Indian films in multiple formats worldwide. Film content is monitored and strategic decisions
around the business operations are made based on the film content, whether it is new release or library. Hence, Management identifies only one
operating segment in the business, film content. The Company distributes film content to the Indian population in India and worldwide and to non-
Indian consumers who view Indian films that are subtitled or dubbed in local languages. As a result of these distribution activities, the management
examines the performance of the business from a geographical market perspective.
Revenue by region of domicile of customer's location
India
United Arab Emirates*
Rest of the world
Total revenue
Amount ` in lakhs
Year ended
31 March 2023
Year ended
31 March 2022
65,117
8
2,937
68,063
22,846
4,832
9,636
37,313
* Sales to United Arab Emirates includes sales to its related party Eros Worldwide FZE (formerly known as Eros Worldwide FZ LLC)
For the year ended 31 March 2023 one external customer accounted for more than 10% of the entity's total revenue and 31 March 2022 no external
customers accounted for more than 10% of the entity's total revenues.
Non-current assets other than financial instruments, investments accounted for using equity method and deferred tax
Non-current assets
India
Rest of the world
Total non-current assets
42 Related party disclosures
Parent entity
Relationship
Ultimate holding Company
Amount ` in lakhs
As at
31 March 2023
As at
31 March 2022
56,910
-
56,910
74,178
8,006
82,184
Name
Eros Media World PLC
(formerly known as STX Global Corporation)
Holding Company
Eros Worldwide FZE (formerly known as Eros Worldwide FZ LLC)
List of Key management personnel (KMP)
Mr. Sunil Lulla – Executive Vice Chairman and Managing Director
Mr. Kishore Lulla – Executive Director (upto 19 May 2022)
Mr. Farokh Gandhi - Chief Financial Officer (India) (upto 14 August 2021)
Mr. Pradeep Dwivedi - Executive Director and Chief Executive Officer
Mr. Vijay Thaker - Vice President Company Secretary and Compliance Officer (from 19 May 2022)
Mr. Rajesh Chalke - Chief Financial Officer (from 19 May 2022)
Relatives of KMP with whom transactions exist
Mrs. Manjula K Lulla (wife of Mr. Kishore Lulla)
Mrs. Krishika Lulla (wife of Mr. Sunil Lulla)
Mrs. Meena Lulla (wife of Mr. Arjan Lulla)
Entities over which KMP exercise significant influence
Shivam Enterprises
Fellow subsidiary company
126
ANNUAL REPORT 2022-23
Eros Television India Private Limited
Eros Digital Private Limited
Eros International Limited, United Kingdom
Eros Digital FZE (formerly known as Eros Digital FZ LLC)
Eros International USA Inc, USA
|
CORPORATE OVERVIEW MANAGEMENT REPORT
| FINANCIAL MANAGEMENT
Notes
to the consolidated financial statements and other explanatory information
42
a)
Related party disclosures continued
Transactions with related parties
Sale of film rights
Eros Worldwide FZ LLC
Eros International Limited
Eros International Limited USA
Revenue attributable to Eros Digital FZ LLC
Re-imbursement of administrative expense
Eros Worldwide FZ LLC
Eros Digital FZ LLC
Total
Purchase of film / serial rights
Eros Worldwide FZ LLC
Rent expenses
Mr. Sunil Lulla
Mr. Kishore Lulla
Mrs. Manjula K Lulla
Total
Interest income
Eros Worldwide FZ LLC
Total
Interest expenses
Eros Digital Private Limited
Total
Salary, commission and perquisites* to KMPs
Mr. Sunil Lulla
Mrs. Krishika Lulla
Mr. Farokh Gandhi
Mr. Vijay Thaker
Mr. Pradeep Dwivedi
Total
Amount ` in lakhs
Year ended
31 March 2023
Year ended
31 March 2022
797
-
-
797
-
55
707
762
25,028
25,028
232
232
36
500
5,652
5,652
60
60
506
-
-
36
300
842
8,033
6,309
2,854
17,196
(3,285)
122
1,558
1,680
-
-
348
348
36
732
5,308
5,308
58
58
514
86
31
36
300
967
*
**
Perquisites to KMP have been valued as per Income tax Act, 1961 and rules framed thereunder or at actuals as the case may be.
The remuneration accrued/paid by the company to its Vice Chairman and Managing Director for the year ended 31 March 2023 is in excess by
` 394 lakhs (31 March 2022 : ` 394 lakhs) vis-a-vis the limits specified in section 197 of Companies Act, 2013 ('the Act') read with schedule V
thereto, as the Company does not have profits. The Company is in process of complying with the prescribed statutory requirements to
regularize such excess payments, including seeking approval of shareholders, as necessary. Untill then, the said excess amount is held in trust
by the Vice Chairman and Managing Director.
d)
Transactions with related parties (Continued)
Content advances given
Eros International Limited
Total
Trade advances/ loans given
Eros Worldwide FZ LLC
Eros International Limited
Total
Recovery of trade advances/ loans given
Eros International Limited
Amount ` in lakhs
Year ended
31 March 2023
Year ended
31 March 2022
-
-
1,01,227
-
1,01,227
-
448
448
-
448
448
447
EROS INTERNATIONAL MEDIA LIMITED 127
CONSOLIDATED FINANCIAL STATEMENTS
Notes
to the consolidated financial statements and other explanatory information
42
d)
Related party disclosures continued
Transactions with related parties (Continued)
Eros Worldwide FZ LLC
Total
Trade advances/ loans taken
Eros Worldwide FZ LLC
Eros Digital FZ LLC
Total
Refund of deposits
Mr. Sunil Lulla
Mr. Kishore Lulla
Total
Balances with related parties
Trade balances due from
Eros Worldwide FZ LLC
Eros Digital FZ LLC
Eros International Limited
Eros International Limited USA
Total
Trade balances due to
Eros Worldwide FZ LLC
Eros International Limited
Eros Digital FZ LLC
Total
Advances/Loan due to
Eros Worldwide FZ LLC
Eros Digital Private Limited
Eros International Limited
Eros Digital FZ LLC
Total
Loans and advances due from
Eros Worldwide FZ LLC
Eros International Limited
Total
Security Deposits/Amounts due from KMPs or their relatives
Mr. Sunil Lulla
Mr. Kishore Lulla
Mrs. Manjula Lulla
Total
Amounts due to KMPs or their relatives
Mr. Sunil Lulla
Mr. Kishore Lulla
Mrs. Krishika Lulla
Mrs. Manjula Lulla
Mrs. Meena Lulla
Total
2 a)
Terms and conditions
All outstanding balances are unsecured and repayable in cash.
128
ANNUAL REPORT 2022-23
Amount ` in lakhs
Year ended
31 March 2023
Year ended
31 March 2022
2
2
15
-
15
13
180
193
8
455
-
3,035
3,035
-
-
-
Amount ` in lakhs
As at
31 March 2023
As at
31 March 2022
42,384
6,829
7,476
3,120
59,809
25,819
-
31,187
57,006
3,333
-
-
-
3,333
40,645
5,649
8,653
2,884
57,831
2,559
293
24,724
27,576
3,333
671
11
15
4,030
1,01,227
-
88,133
-
1,01,227
56
88,189
-
-
75
75
-
-
-
197
-
197
-
-
-
-
-
-
-
13
180
75
268
736
193
24
158
7
1,118
|
CORPORATE OVERVIEW MANAGEMENT REPORT
| FINANCIAL MANAGEMENT
Notes
to the consolidated financial statements and other explanatory information
43 Categories of financial assets and financial liabilities
The carrying value of financial instruments by categories are as follows:
Particulars
Financial assets
Measured at amortised cost
Loans
Restricted bank deposits
Other financial assets
Trade receivables
Cash and cash equivalents
Financial liabilities
Measured at amortised cost
Borrowings
Acceptance
Trade payables
Other financial liabilities
Lease Liabilities
Amount ` in lakhs
Carrying value / Fair value
As at
31 March 2023
As at
31 March 2022
1,02,480
89
1,957
64,851
9,177
89,540
536
4,186
60,575
408
1,78,554
1,55,245
18,842
-
69,962
6,669
204
95,677
46,320
-
40,053
3,444
1,729
91,546
44 Fair value measurement of financial instruments
Financial assets and financial liabilities measured at fair value in the balance sheet are grouped into three Levels of a fair value hierarchy. The three
Levels are defined based in the observability of significant inputs to the measurement, as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly
Level 3: unobservable inputs for the asset or liability
The following table shows the Levels within the hierarchy of financial assets and liabilities measured at fair value on a recurring basis:
Particulars
Financial assets
Carrying value / Fair value
Level 1
Level 2
Level 3
Amount ` in lakhs
As at
31 March 2023
The following table shows the financial assets and liabilities measured at amortised cost on a recurring basis:
Measured at amortised cost
Financial assets
Loans
Restricted deposits
Other financial assets
Trade receivables
Cash and cash equivalents
Measured at amortised cost
Financial liabilities
Borrowings- Non-current
Borrowings- Current
Acceptance
Trade payables
Other financial liabilities
Lease Liabilities
1,02,480
89
1,957
64,851
9,177
1,78,554
39
18,803
-
69,962
6,669
204
95,677
-
-
-
-
-
-
-
-
-
-
-
-
-
-
147
-
-
147
39
-
-
-
-
39
-
-
-
-
-
-
-
-
-
-
-
-
-
EROS INTERNATIONAL MEDIA LIMITED 129
CONSOLIDATED FINANCIAL STATEMENTS
Notes
to the consolidated financial statements and other explanatory information
44 Fair value measurement of financial instruments continued
During the year ended 31 March 2023 there was no transfers between level 2 and level 3 fair value hierarchy.
Fair value of cash and short term deposits, trade and other short term receivables, trade payables, other current liabilities and short term
is not materially different from its carrying cost largely due to short term maturities of these financial assets
borrowings carried at amortised cost
and liabilities.
Fair value of the borrowing items fall within level 2 of the fair value hierarchy and is calculated on the basis of discounted future cash flows.
Non-listed shares and other securities fall within level 3 of the fair value hierarchy. Valuation is based on the net asset method.
Financial instruments with fixed and variable interest rate fall within level 2 of the fair value hierarchy and are evaluated by Company based on
parameters such as interest rate, credit rating or assessed credit worthiness.
Particulars
Financial assets
Carrying value / Fair value
Level 1
Level 2
Level 3
Amount ` in lakhs
As at
31 March 2022
The following table shows the financial assets and liabilities measured at amortised cost on a recurring basis:
Measured at amortised cost
Financial assets
Loans
Restricted deposits
Other financial assets
Trade receivables
Cash and cash equivalents
Measured at amortised cost
Financial liabilities
Borrowings- Non-current
Borrowings- Current
Acceptance
Trade payables
Other financial liabilities
Lease Liabilities
89,540
536
4,186
60,575
408
1,55,245
4,674
41,646
-
40,053
3,444
1,729
91,546
-
-
-
-
-
-
-
-
-
-
-
-
-
-
343
-
-
343
4,674
-
-
-
-
4,674
-
-
-
-
-
-
-
-
-
-
-
-
During the year ended 31 March 2022 there was no transfers between level 2 and level 3 fair value hierarchy.
Fair value of cash and short term deposits, trade and other short term receivables, trade payables, other current liabilities and short term
borrowings carried at amortised cost is not materially different from its carrying cost largely due to short term maturities of these financial assets
and liabilities.
Fair value of the borrowing items fall within level 2 of the fair value hierarchy anad caluclated on the basis of discounted future cash flow.
Non listed and other securities fall within level 3 of fair value hierarchy. Valuation is based on the net asset method.
Financial instruments with fix and varial interest rate fall within level 2 of the fair value hierarchy and are evluated by Group based on the parameters
such as intereest rate, credit rating or assessed credit worthiness.
45 Financial instruments and Risk management
The Company is exposed to various risks in relation to financial instruments. The Company’s financial assets and liabilities by category are
summarised in note. The main types of risks are market risk, credit risk and liquidity risk.The Company’s risk management is coordinated in close
cooperation with the board of directors and audit committe meetings.The Company has established objectives concerning the holding and use of
financial instruments. The underlying basis of these objectives is to manage the financial risks faced by the Company.Formal policies and
guidelines have been set to achieve these objectives. The Company does not enter into speculative arrangements or trade in financial instruments
and it is the Company’s policy not to enter into complex financial instruments unless there are specific identified risks for which such instruments
help mitigate uncertainties.
Management of Capital Risk and Financial Risk
The Company manages its capital to ensure that it will be able to continue as a going concern while maximizing the return to shareholders through
the optimization of the debt and equity balance. The Company monitors capital using a gearing ratio, which is net debt divided by total capital. For
the purpose of the Company’s capital management, capital includes issued capital and all other equity reserves attributable to the equity
shareholders of the Company. Net debt is calculated as borrowing (refer note 17,23 and 26) less cash and cash equivalents.
130
ANNUAL REPORT 2022-23
|
CORPORATE OVERVIEW MANAGEMENT REPORT
| FINANCIAL MANAGEMENT
Notes
to the consolidated financial statements and other explanatory information
45 Financial instruments and Risk management continued
The gearing ratio at the end of the reporting period was as follows:
Debt
Less: Cash and cash equivalents
Net debt
Equity
Net debt to equity
Financial risk management objectives
Amount ` in lakhs
As at
31 March 2023
As at
31 March 2022
18,842
(9,177)
9,665
1,03,668
9.32%
46,320
(408)
45,912
1,07,820
42.58%
Based on the operations of the Company , Management considers that key financial risks that it faces are credit risk, currency risk, liquidity risk and
interest rate risk. The objectives under each of these risks are as follows:
•
•
•
•
credit risk: minimize the risk of default and concentration.
currency risk: reduce exposure to foreign exchange movements principally between INR and USD.
liquidity risk: ensure adequate funding to support working capital and future capital expenditure requirements.
interest rate risk: mitigate risk of significant change in market rates on the cash flow of issued variable rate debt.
Credit Risk
The Company’s credit risk is principally attributable to its trade receivables, loans and bank balances. As a number of the Company’s trading
activities require third parties to report revenues due to the Company this risk is not limited to the initial agreed sale or advance amounts. The
amounts shown within the Balance Sheet in respect of trade receivables and loans are net of allowances for doubtful debts based upon objective
evidence that the Company will not be able to collect all amounts due.
Trading credit risk is managed on a customer by customer basis by the use of credit checks on new clients and individual credit limits, where
appropriate, together with regular updates on any changes in the trading partner’s situation. In a number of cases trading partners will be required
to make advance payments or minimum guarantee payments before delivery of any goods. The Company reviews reports received from third
parties and in certain cases as a matter of course reserve the right within the contracts it enters into to request an independent third party audit of the
revenue reporting.
The credit risk on bank balances is limited because the counter parties are banks with high credit ratings as signed by international credit rating
agencies.
The Company from time to time will have significant concentration of credit risk in relation to individual theatrical releases, television syndication
deals or digital licenses. This risk is mitigated by contractual terms which seek to stagger receipts and/or the release or airing of content. As at 31
March 2023 90 % (31 March 2022: 92 %) of trade account receivables were represented by the top 5 customer, out of which as at 31 March 2022 87
% (31 March 2022: 91 %) of trade account receivables were represented by the related parties. The maximum exposure to credit risk is that shown
within the statement of financial position. As at 31 March 2023, the Company did not hold any material collateral or other credit enhancements to
cover its credit risks associated with its financial assets.
Currency Risk
The Company is exposed to foreign exchange risk from foreign currrency transactions. As a result it faces both translation and transaction currency
risks which are principally mitigated by matching foreign currency revenues and costs wherever possible.
The Company has identified that it will need to utilize hedge transactions to mitigate any risks in movements between the US Dollar and the Indian
Rupee and has adopted an agreed set of principles that will be used when entering into any such transactions. No such transactions have been
entered into to date and the Company has managed foreign currency exposure to date by seeking to match foreign currency inflows and outflows
as much as possible such as packing credit repayment in USD is matched with remittances from UAE in USD. Details of the foreign currency
borrowings that the Company uses to mitigate risk are shown within Interest Risk disclosures.
As at the Balance Sheet date there were no outstanding forward foreign exchange contracts. The Company adopts a policy of borrowing where
appropriate in the local currency as a hedge against translation risk. The table below shows the Company’s net foreign currency monetary assets
and liabilities position in the main foreign currencies, translated to Indian Ruppes (INR) equivalents, as at the year end:
As at 31 March 2023
As at 31 March 2022
*amount represents less than one lakh
Net balance receivables / (payables)
INR
USD
SGD*
EUR
` lakhs
35,581
36,655
443
476
-
-
-
The above foreign currency arises when the Company holds monetary assets and liabilities denominated in a currency other than INR.
A uniform decrease of 10% in exchange rates against all foreign currencies in position as of 31 March 2023 would have increased in the Company’s net
profit before tax by approximately ` 3,561 lakhs (31 March 2022: ` 3,665 lakhs). An equal and opposite impact would be experienced in the event of an
increase by a similar percentage
EROS INTERNATIONAL MEDIA LIMITED 131
CONSOLIDATED FINANCIAL STATEMENTS
Notes
to the consolidated financial statements and other explanatory information
45 Financial instruments and Risk management continued
Liquidity risk
The Company manages liquidity risk by maintaining adequate reserves and agreed committed banking facilities. Management of working capital takes
account of film release dates and payment terms agreed with customers. A maturity analysis for financial liabilities is provided below. The amounts
disclosed are based on contractual undiscounted cash flows. The table includes both interest and principal cash flows. To the extent that interest flows
are floating rate, the undiscounted amount is derived from interest rates as at 31 March, in each year.
As at 31 March 2023
Borrowing principal payments
Borrowing interest payments
Trade and other payables
Lease Liabilities
As at 31 March 2022
Borrowing principal payments
Borrowings interest payment
Trade and other payables
Lease Liabilities
Interest rate risk
Total
Less than 1
year
1-3 years
3-5 years
Amount ` in lakhs
More than 5
years
18,842
2,289
76,631
204
18,803
2,155
55,509
-
39
134
21,122
204
-
-
-
-
-
Total
Less than 1
year
1-3 years
3-5 years
Amount ` in lakhs
More than 5
years
46,320
4,378
43,497
1,729
41,646
3,957
24,415
541
4,674
421
19,082
1,188
-
-
-
-
-
-
The Company is exposed to interest rate risk as the Company has borrowed funds at floating interest rates. The risk is managed as the loans are at
flowting interest rates which is aligned to the market.
A uniform increase of 100 basis points in interest rates against all borrowings in position as of 31 March 2023 would have decreased in the Company’s net
profit before tax by approximately ` 254 Lakhs (31 March 2022 : decrease net profit before tax of ` 463 Lakhs ). An equal and opposite impact would be
experienced in the event of a decrease by a similar basis.
46
a.
Enterprises Consolidated as Subsidiary in accordance with Indian Accounting Standard 110- Consolidated Financial
Statements
Name of enterprises
Sr.
No.
1
2
3
4
5
6
7
8
9
Eros International Films Private Limited
Big Screen Entertainment Private Limited
EyeQube Studios Private Limited
EM Publishing Private Limited
Eros Animation Private Limited
Copsale Limited
Digicine PTE Limited
Colour Yellow Productions Private Limited
ErosNow Private Limited
Country of
incorporation
Proportion of
ownership interest
India
India
India
India
India
British Virigin Island
Singapore
India
India
100%
64%
100%
100%
100%
100%
100%
50%
100%
132
ANNUAL REPORT 2022-23
|
CORPORATE OVERVIEW MANAGEMENT REPORT
| FINANCIAL MANAGEMENT
Notes
to the consolidated financial statements and other explanatory information
48 b. Additional information, as required under Schedule III to the Companies Act, 2013, of enterprises consolidated as
Subsidiary
Name of Enterprises
Parent
Net Assets, i.e., total
assets minus total
liabilities
Share in profit or loss
Share in other
comprehensive income
Share in total
comprehensive income
As % of
consolidated
net assets
` in
lakhs
As % of
consolidated
prof t or loss
` in
lakhs
As % of
consolidated
other
comprehensive
income
` in
lakhs
As % of
consolidated
total
comprehensive
income
` in
lakhs
Eros International Media Limited
9.8% 10,132
94.6% (11,331)
-0.2%
(17)
273.1% (11,347)
Subsidiaries
Indian
Eros International Films Private
Limited
Big Screen Entertainment Private
Limited
EyeQube Studios Private Limited
EM Publishing Private Limited
Eros Animation Private Limited
Colour Yellow Productions
Private Limited
0.6%
650
2.0%
(239)
0.1%
0.1%
0.0%
0.0%
88
64
(11)
(4)
0.0%
0.0%
0.0%
0.0%
-
(2)
-
(1)
0.8%
816
2.7%
(322)
0.0%
0.0%
0.0%
0.0%
0.0%
0.0%
-
-
-
-
-
-
5.8%
(240)
0.0%
0.0%
0.0%
0.0%
(0)
(2)
0
(1)
7.8%
(322)
ErosNow Private Limited
-3.6% (3,710)
-1.6%
195
-0.2%
(14)
-4.4%
181
Foreign
Digicine PTE Limited
-2.6% (2,721)
4.9%
(581)
-2.4%
(191)
18.6%
(772)
Copsale Limited
103.6% 1,07,396
-36.7%
4,397
101.6% 7,950
-297.2% 12,348
Non controlling interests
0.9%
887
2.7%
(322)
7.8%
(322)
47 Auditors’ remuneration
As auditor
Statutory audit
Limited review
Tax audit
In other capacity
Other services (certification fees)
Total
48 Corporate Social Responsibility Expense
1.
2.
Amount required to be spent by the company during the year
(including shortfall for earlier years)
Amount approved by the board to be spent during the year
Amount ` in lakhs
Year ended
31 March 2023
Year ended
31 March 2022
79
15
-
97
5
5
102
143
15
-
158
10
10
168
Year ended
31 March 2023
Amount ` in lakhs
Year ended
31 March 2022
4
10
3
3
EROS INTERNATIONAL MEDIA LIMITED 133
CONSOLIDATED FINANCIAL STATEMENTS
Notes
to the consolidated financial statements and other explanatory information
48 Corporate Social Responsibility Expense continued
3.
Amount of expenditure incurred on:
(i) Construction/acquisition of any asset
(ii) On purposes other than (i) above
4.
5.
6.
7.
Shortfall at the end of the year
Total of previous years shortfall
Reason for shortfall
Nature of CSR activities
Contribution to Jan Jagrati Sevarth Sansthan
8.
Details of related party transactions in relation to CSR expenditure:
Year ended
31 March 2023
Amount ` in lakhs
Year ended
31 March 2022
10
-
-
-
-
-
3
-
-
49
50
51
The Holding Company has during the year entered into an transaction for outright purchase of musical works from its group entity Eros World Wide
FZ LLC (EWW). The said music rights purchased from the group entity were sold pursuant to a binding sale agreement which included all rights,
title and interests related thereto in the last quarter of the financial year.
One Time Restructuring (OTR) under RBI’s Resolution Framework for Covid-19 related stress as per RBI circular dated 6 August 2020 and
Resolution Framework for Covid-19 related stress – Financial Parameters dated 7 September 2020 were invoked by the company and the
consortium bankers on 24 December 2020. The said resolution plan was duly approved and implemented by the company’s bankers on 22 June
2021 with effect from the cut-off date as 1 January 2021 and accordingly, the outstanding debts liabilities were regularized and restructured and the
impact of the said restructuring has been taken in the financial result for the year ended 31 March 2022 based on the OTR framework agreement,
bank sanction letters and other related documents.
The group has incurred loss for the year amounting ` 11,978 lakhs in current year and ` 917 lakhs in previous financial year. As at 31 March, 2023,
the current liabilities exceeds the current assets by ` 10,513 lakhs. The economic uncertainty created by the COVID-19 resulted in significant
business disruptions for film distributer and broadcasting companies till December 2021. Material uncertainties exists that may cast significant
doubt on the Group’s ability to continue as a going concern. The Group has taken various steps aimed at augmenting liquidity including
restructuring of the borrowing facilities, conserving cash including various costs saving initiatives, and maximizing revenue through monetizing of
the film/music library by way of long term contracts, recovery of trade receivables overdue and raising of funds by way of proposed issue of share
warrants. The Group has considered the impact of these uncertainties and steps and factored them into their financial forecasts. For the said
reason, Management continues to adopt the going concern basis in preparing the financial results.
52 Leases
Company as a lessee
The company’s leased assets primarily consist of offices. Lease of the office premises generally have lease term of 5 years.
(a) The carrying amount of Right to use assets and the movements during the year are given in note 3.
(b) The carrying amount of lease liabilities and the movements during the year:-
Particulars
Opening balance
Reversal due to cancellation
Payment made
Closing balance
(c)
The amount relating to leases recognized in statement of profit and loss
Depreciation of right of use of assets
Interest expense on lease liability'
Total
(d) Undiscounted maturity analysis of lease liabilities as at end of the year
Less than 1 year
One to five year
More than 5 year
134
ANNUAL REPORT 2022-23
Amount in ` Lakhs
Year ended
31 March 2023
Year ended
31 March 2022
1,729
1,172
353
204
20
-
20
-
204
-
2,311
582
1,729
90
-
90
541
1,188
-
|
CORPORATE OVERVIEW MANAGEMENT REPORT
| FINANCIAL MANAGEMENT
Notes
to the consolidated financial statements and other explanatory information
53
The Group has trade receivables of ` 43,205 lakhs and loan receivable of ` 88,133 lakhs from Eros Worldwide FZ LLC (“EWW”)(" Company having
significant influence"), trade receivable of ` 7,476 lakhs from Eros International Limited UK (fellow subsidiary of EWW) and ` 3,120 lakhs from Eros
International USA Inc. (fellow subsidiary of EWW). Dues of EWW of ` 14,052 lakhs are overdue. As per the management accounts for year ended
March 31, 2023, net worth of these companies has been eroded and has incurred losses in that year. Further, EWW has made significant write
down in the carrying amount of film content. The parent Company of aforesaid entities i.e. Eros Media World PLC is committed to continue to
support these entities. Based on the future business plans of EWW, management is confident of recovery of above dues from related parties and
does not require any provisions.
54 Other Statutory Information
(i) Balances outstanding with Nature of transactions with struck off companies as per Section 248 of the Companies Act, 2013:
Name of struck of Company
FY 2022-23
Sr.
No.
1
Space Cable Network
Nature of transactions
with struck-off Company
Trade Receivable *
My Chanel India Pvt. Ltd.
Trade Receivable *
Satellite Cable Communication
Trade Receivable *
R K Digital Network Pvt. Ltd.
Trade Receivable *
Bhusawal Cable Network Pvt. Ltd.
Trade Receivable *
Colour Yellow Pictures Pvt. Ltd.
Trade Payable
Red Eye Kraft Private Limited
Content Advances **
2
3
4
5
6
7
8
9
Balance outstanding
(`in lakhs)
Nil
0
2
0
0
7
895
Relationship with Struck off
company, if any, to be disclosed
No
No
No
No
No
No
No
No
No
Dreams Broking Pvt. Ltd.
Equity share capital *
Kothari Intergroup Ltd.
Equity share capital *
(No. of share - 1)
(No. of share - 1)
FY 2021-22
Sr.
No.
1
2
3
4
5
6
7
8
9
Name of struck of Company
Space Cable Network
Nature of transactions
with struck-off Company
Trade receivable*
My Channel India Pvt. Ltd.
Trade receivable*
Satellite Cable Communication
Trade receivable
R K Digital Cable Network
Trade receivable*
Bhusawal Cable Network Pvt. Ltd.
Trade receivable*
Colour Yellow Pictures Ltd.
Trade Payable
Balance outstanding
(` in lakhs)
0
0
2
0
0
7
Red Eye Kraft Private Limited
Content Advances**
895
Dreams Broking Pvt Ltd
Kothari Intergroup Ltd.
Equity share capital*
Equity share capital*
(No. of share - 3)
(No. of share - 1)
* Value below ` 1 lakh
** Company has made provision against the same
Relationship with Struck off
company, if any, to be disclosed
No
No
No
No
No
No
No
No
ii)
iii)
iv)
v)
vi)
vii)
No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions
(Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.
The Company has borrowings from banks and financial institutions on the basis of security of current assets. The quarterly returns or statements of
current assets filed by the company with banks and financial institutions are in agreement with the books of accounts.
Company have not been declared wilful defaulter by any bank or financial institution or government or any government authority.
The Company has complied with layers prescribed in Companies Act, 2013.
The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.
The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with
the understanding that the Intermediary shall:
a)
Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate
Beneficiaries) or
b)
Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
viii)
The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding
(whether recorded in writing or otherwise) that the Company shall:
EROS INTERNATIONAL MEDIA LIMITED 135
CONSOLIDATED FINANCIAL STATEMENTS
Notes
to the consolidated financial statements and other explanatory information
a)
Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate
Beneficiaries) or
b)
Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
ix)
x)
xi)
The Company have not any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income
during the year in the tax assessments under the Income-tax Act, 1961.
The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.
The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or
previous year.
55
Post reporting date events
56
57
58
59
No adjusting or significant non-adjusting events have occurred between 31 March 2023 and the date of authorisation of these standalone financial
statements.
Securities and Exchange Board of India (SEBI) has vide its letter dated October 31, 2022 has appointed the Forensic Auditor to verify the
Consolidated Financial Statements of the Group for financial year ended March 31, 2018, March 31, 2019 and March 31, 2020. The Group
continues to fully cooperate with SEBI as well as SEBI appointed forensic auditors to ensure completion of independent review by SEBI.
Inventory includes accumulated film right costs amounting to ` 850 Lakhs wherein there has been no movement since March 2021. The Group
management is of the opinion that realisable value of the said Film rights will be equal to / more than cost of Inventory, hence, no provision towards
impairment needs to be made as on date.
As on March 31, 2023, Content advances aggregate to ` 15,264 Lakhs (net of provision). Based on the various initiatives of Capital infusion as well
as Monetisation of Rights, the Group's management is of the opinion that the content advances which are for continuing projects are all good and
realizable and no further provision is required other than those already created in the books of account.
The Holding company would be seeking approval of shareholders, in ensuring annual general meeting to approve the excess remuneration of
` 394 lakhs accrued/paid to Vice Chairman and Managing Director for the year ended 31 March 2023, arising due to inadequate profits during the
year.
60
Authorisation of financial statements
The financial statement for the year ended 31 March 2023 ( including comparatives) were adopted by the Board of Directors on 29 May 2023.
For Haribhakti & Co LLP
Chartered Accountants
Firm Registration No.: 103523W/W100048
Sumant Sakhardande
Partner
Membership No: 034828
Place: Mumbai
Date : May 29 2023
For and on behalf of Board of Directors
Sunil Lulla
Executive Vice Chairman &
Managing Director
(DIN: 00243191)
Rajesh Chalke
Chief Financial Officer
Pradeep Dwivedi
Executive Director and
Chief Executive Officer
(DIN: 07780146)
Vijay Thaker
Vice President - Company Secretary
and Compliance Officer
Date : May 29 2023
Date : May 29 2023
136
ANNUAL REPORT 2022-23
AGM NOTICE
NOTICE OF THE 29 ANNUAL GENERAL MEETING
TH
Regd. Office: 901/ 902, Supreme Chambers, Off. Veera Desai Road, Andheri West, Mumbai - 400053, Maharashtra (India).
Email: compliance.officer@erosintl.com | Website: www.erosmediaworld.com
CIN: L99999MH1994PLC080502
th
NOTICE is hereby given that the 29 Annual General Meeting ("AGM") of
the Members of Eros International Media Limited will be held on
Tuesday, the 26 day of September, 2023 at 3:00 P.M. (IST) through Video
Conferencing / Other Audio-Visual Means ("VC/OAVM") to transact the
following business:
th
ORDINARY BUSINESS:
1.
To receive, consider and adopt:
a.
b.
the Audited Standalone Financial Statements of the Company
for the financial year ended 31 March 2023, together with the
Report of the Directors' and Auditors thereon; and
the Audited Consolidated Financial Statements of the
Company for the financial year ended 31 March 2023,
together with the Report of the Auditors thereon.
2.
To appoint a Director in place of Mr. Vijay Thaker (DIN: 01867309),
who retires by rotation, and being eligible, offers himself for
re-appointment.
SPECIAL BUSINESS:
3.
Approval for waiver of excess remuneration paid/payable for
the financial year 2022-2023 to Mr. Sunil Lulla, Executive Vice
Chairman & Managing Director of the Company
To consider and, if thought fit, to pass the following resolution as a
Special Resolution :
"RESOLVED THAT pursuant to the provisions of Sections 197 and
198 read with Schedule V of the Companies Act, 2013 ("the Act") and
other applicable provisions, if any, of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014 (including any statutory modification(s) or re-enactment
thereof, for the time being in force), and pursuant to the
recommendations of Nomination and Remuneration Committee
and the Board of Directors of the Company and subject to such
approval as may be required, the approval of the Members of the
Company be and is hereby accorded to ratify and confirm waiver of
recovery of the excess remuneration amounting to ` 394 Lakh paid /
payable to Mr. Sunil Lulla (DIN: 00243191), Executive Vice Chairman
& Managing Director for the financial year 2022-2023, which is in
excess of the limits prescribed under Schedule V of the Act in view of
inadequate profit for the financial year 2022-2023 and within the
th
limits as approved by the Members of the Company at their 26
Annual General Meeting held on 15 December 2020.
RESOLVED FURTHER THAT the Board and/or Company
Secretary of the Company, be and are hereby authorised to do all
such acts, deeds, matters and things as may be necessary,
desirable or expedient to give effect to this resolution."
4.
Appointment of Mr. Sagar S. Sadhwani (DIN: 03559502) as a
Director of the Company
To consider and, if thought fit, to pass, the following resolution as an
Ordinary Resolution :
"RESOLVED THAT pursuant to the provisions of Section 152 and
other applicable provisions, if any, of the Companies Act, 2013 ("the
Act") read with the Companies (Appointment and Qualification of
Director) Rules, 2014 (including any statutory modification(s) or re-
enactment thereof, for the time being in force) and Regulation 17 of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, and pursuant to the recommendation and
approval of the Nomination and Remuneration Committee and the
Board of Directors of the Company, Mr. Sagar S. Sadhwani
(DIN:03559502) who was appointed by the Board of Directors as an
Additional Director (Non-Executive and Non-Independent) of the
Company with effect from 11 August 2023 in terms of Section 161(1)
of the Act, and Article 153 of the Articles of Association of the
Company and who holds office up to the date of this Annual General
Meeting of the Company and in respect of whom the Company has
received a notice in writing from a member under Section 160 of the
Act proposing his candidature for the office of Director be and is
hereby appointed as a Director (Non-Executive and
Non-Independent) of the Company, liable to retire by rotation.
RESOLVED FURTHER THAT any Director and/or the Company
Secretary of the Company be and are hereby authorised to do all
acts, deeds and things including filings with the appropriate
authorities and take steps as may be deemed necessary, proper or
expedient to give effect to this resolution and matters incidental
thereto."
5.
Appointment of Mrs. Urvashi Saxena (DIN: 02021303) as an
Independent Director of the Company
To consider and, if thought fit, to pass the following resolution as a
Special Resolution:
"RESOLVED THAT Mrs. Urvashi Saxena (DIN: 02021303), who
was appointed as an Additional Director of the Company with effect
from 11 August 2023 by the Board of Directors, based on the
recommendation of the Nomination and Remuneration Committee,
and who holds office upto the date of this Annual General Meeting of
the Company under Section 161(1) of the Companies Act, 2013
("the Act") (including any statutory modification(s) or re-
enactment(s) thereof for the time being in force) and Article 153 of
the Articles of Association of the Company, being eligible for
appointment and in respect of whom the Company has received a
notice in writing under Section 160(1) of the Act from a Member
proposing her candidature for the office of Director, be and is hereby
appointed as a Director of the Company.
RESOLVED FURTHER THAT pursuant to the provisions of
Sections 149, 150, 152 and other applicable provisions, if any, of the
Act read with Schedule IV to the Act and the Companies
(Appointment and Qualification of Directors) Rules, 2014, as
amended from time to time, Regulation 17 and other applicable
regulations of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations,
2015 ("SEBI Listing Regulations") the appointment of Mrs. Urvashi
Saxena, meets the criteria for independence as provided in Section
149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing
Regulations and who has submitted a declaration to that effect, and
who is eligible for appointment as an Independent Director of the
Company, for a term of Five (5) consecutive years from the
conclusion of this 29 Annual General Meeting till the conclusion of
th34 Annual General Meeting of the Company to be held in the
calendar year 2028 and who would not be liable to retire by rotation,
be and is hereby approved.
th
RESOLVED FURTHER THAT pursuant to Regulation 17(1A) of
SEBI Listing Regulations and other applicable provisions, if any, of
the Act and the applicable Rules framed thereunder, consent of
Members be and is hereby accorded for appointing / continuing the
directorship of Mrs. Urvashi Saxena who has exceeded the age of
75 years as an Independent Director.
RESOLVED FURTHER THAT any Director and/or the Company
Secretary of the Company be and are hereby authorised to do all
acts, deeds and things including filings with the appropriate
EROS INTERNATIONAL MEDIA LIMITED 137
AGM NOTICE
authorities and take steps as may be deemed necessary, proper or
expedient to give effect to this Resolution and matters incidental
thereto."
6.
Payment of remuneration to Independent Director of the
Company in accordance with the provisions of Schedule V of
the Act
To consider and, if thought fit, to pass the following resolution as an
Ordinary Resolution :
"RESOLVED THAT pursuant to the provisions of Sections 149, 197,
Schedule V and other applicable provisions of the Companies Act,
2013 ('"the Act") (including any statutory modification(s) or re-
enactment (s) thereof for the time being in force) and Regulation
17(6) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015
("SEBI Listing Regulations") as amended from time to time, read
with the Articles of Association of the Company, and as per
recommendation with Nomination and Remuneration Committee,
consent of the Company be and is hereby accorded for payment of
remuneration to the Non-Executive Directors, including
Independent Directors of the Company (i.e. Directors other than the
Managing Director and/or Whole Time Directors) in case of no /
inadequate profits, as calculated under Section 198 of the Act, for
the three Financial Years 2023-24, 2024-25 and 2025-26, in
accordance with the limits prescribed under Schedule V of the Act
and the same be paid and distributed amongst such Directors in
such a manner as the Board of Directors may from time to time
determine."
By Order of the Board of Directors
For Eros International Media Limited
Vijay Thaker
Vice President- Company Secretary &
Compliance Officer
Date: 11 August 2023
Place: Mumbai
NOTES
1.
2.
3.
th
Ministry of Corporate Affairs ("MCA") has vide its circular dated 28
December 2022 (‘MCA Circulars’) and Securities and Exchange
Board of India ("SEBI") vide its Circular No. SEBI/HO/CFD/PoD2/P/
CIR/2023/4 dated 5 January, 2023 ('SEBI Circulars') and other
applicable circulars issued in this regard, have allowed the
companies to conduct Annual General Meeting ("AGM") through
VC/OAVM till 30 September 2023 without physical presence of
Members at a common venue. In accordance with the applicable
provisions of the Companies Act, 2013 ("the Act"), MCA Circulars
and SEBI Circulars, the 29 AGM of the Company is being held
through VC/OAVM.
th
In accordance with the MCA Circulars and SEBI Circulars,
provisions of the Act and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), the
th29 AGM of the Company is being held through VC/OAVM on
Tuesday, 26 September 2023 at 03:00 p.m. IST. The deemed venue
for the AGM shall be the Registered Office of the Company.
The Explanatory Statement pursuant to Section 102 of the Act, in
respect of the special business set out at Item Nos. 3 to 6 of this
Notice is annexed as Annexure I. The relevant details as required
under Regulation 26(4) and 36(3) of the SEBI Listing Regulations
and Secretarial Standard-2 ("SS-2"), in respect of Director seeking
appointment/re-appointment/fixation of remuneration at this AGM
is annexed as Annexure II.
As the AGM shall be conducted through VC/OAVM, the facility for
appointment of Proxy by a Member is not available for this AGM and
hence the Proxy Form and Attendance Slip including Route Map are
not annexed to this Notice.
138
ANNUAL REPORT 2022-23
4.
5.
6.
7.
8.
9.
However, Institutional/Corporate Members are entitled to appoint
authorised representatives to attend the AGM through VC/OAVM
and cast their votes through e-voting. Institutional/Corporate
Members are requested to send a scanned copy (PDF/ JPEG
format) of the Board Resolution authorising its representatives to
attend and vote at the AGM, pursuant to Section 113 of the Act, to
the Company at compliance.officer@erosintl.com through its
registered email address.
th
th
In accordance with the circulars issued by MCA and SEBI, the
Notice of the 29 AGM along with the Annual Report 2022-23 is
being sent by electronic mode to Members whose e-mail id is
registered with the Company or the Depository Participants (DPs).
Physical copy of the Notice of the 29 AGM along with Annual
Report for the financial year 2022-23 shall be sent to those Members
who request for the same. Members may note that the Notice and
Annual Report for the financial year 2022-23 will also be available on
website of the Company, i.e. www.erosmediaworld.com, website of
the Stock Exchanges i.e. BSE Limited and National Stock Exchange
of India Limited at www.bseindia.com and www.nseindia.com
respectively, and on the website of Central Depository Services
(India) Limited ("CDSL") www.evotingindia.com.
The business set out in the Notice will be transacted through
electronic voting system and the Company is providing facility for
voting by electronic means. Instructions and other information
relating to e-voting are given in this Notice under Note No. 18.
Members attending the Meeting through VC/OAVM shall be
counted for the purpose of reckoning the quorum under Section 103
of the Act.
The Register of Directors and Key Managerial Personnel and their
shareholding, maintained under Section 170 of the Act and the
Register of Contracts or Arrangements in which the directors are
interested maintained under Section 189 of the Act, will be available
electronically for inspection by the Members during the AGM. All
documents referred to in this Notice will also be available for
electronic inspection by the Members from the date of circulation of
this Notice up to the date of AGM. Members seeking to inspect such
documents can send an email to compliance.officer@erosintl.com.
Notice is also given under Section 91 of the Act read with Regulation
42 of the SEBI Listing Regulations, that the Register of Members
and the Share Transfer Book of the Company will remain closed
from Tuesday, 19 September, 2023 to Tuesday, 26 September, 2023
(both days inclusive).
10. Members are requested to intimate changes, if any, pertaining to
their name, postal address, telephone/ mobile numbers,
Permanent Account Number (PAN), mandates, nominations, power
of attorney, to their DPs in case the shares are held by them in
dematerialized form and to the Registrar and Share Transfer Agents
(RTA) of the Company i.e. Link Intime India Private Limited in case
the shares are held by them in physical form.
11. Members seeking any
information/desirous of asking any
questions at the Meeting with regard to the accounts or any matter
to be placed at the Meeting are requested to send email to the
Company at compliance.officer@erosintl.com at least 10 days
before the Meeting. The same will be replied by the Company
suitably.
12. SEBI vide its notification dated 24 January, 2022 has amended
Regulation 40 of the SEBI Listing Regulations and has mandated
that all requests for transfer of securities including transmission and
transposition requests shall be processed only in dematerialized
form. In view of the same and to eliminate all risks associated with
physical shares and avail various benefits of dematerialisation,
Members are advised to dematerialise the shares held by them in
physical form. Members can contact the Company or RTA, for
assistance in this regard.
13. SEBI vide its Circular dated 25 January, 2022 has mandated the
listed companies to issue securities in dematerialized form only
while processing service requests viz. Issue of duplicate securities
certificate; claim from unclaimed suspense account; renewal/
exchange of securities certificate; endorsement; sub-division /
splitting of securities certificate; consolidation of securities
certificates / folios; transmission and transposition. Members can
contact the company or RTA for assistance in this regulation.
14. Pursuant to Section 72 of the Act, Members are entitled to make a
nomination in respect of shares held by them. Members desirous of
making a nomination, pursuant to the Rule 19(1) of the Companies
(Share Capital and Debentures) Rules, 2014 are requested to send
their requests in Form No. SH-13, to RTA. Further, Members
desirous of cancelling/varying nomination pursuant to the Rule
19(9) of the Companies (Share Capital and Debentures) Rules,
2014, are requested to send their requests in Form No. SH-14, to
RTA. These forms will be made available on request.
15. Members holding shares in physical form, in identical order of
names, in more than one folio are requested to send to the
Company or RTA, the details of such folios together with the share
certificates along with the requisite KYC Documents
for
consolidating their holdings in one folio. Requests for consolidation
of share certificates shall be processed in dematerialized form.
16.
In case of joint holders, the Member whose name appears as the
first holder in the order of names as per the Register of Members of
the Company will be entitled to vote during the AGM.
17. SEBI has mandated the submission of PAN, KYC details and
nomination by holders of physical securities by 1 October 2023,
and linking PAN with Aadhaar by 30 June 2023 vide its circular
dated 16 March 2023. Shareholders are requested to submit their
PAN, KYC and nomination details to the Company's RTA at
rnt.helpdesk@linkintime.co.in. These forms will be made available
on request. Members holding shares in electronic form are,
therefore, requested to submit their PAN to their DPs.
In case a holder of physical securities fails to furnish PAN and KYC
details before 1 October 2023 or link their PAN with Aadhaar before
30 June 2023, in accordance with the SEBI circular dated 16 March
2023, RTA is obligated to freeze such folios. The securities in the
frozen folios shall be eligible to receive payments (including
dividend) and lodge grievances only after furnishing the complete
documents. If the securities continue to remain frozen as on
31 December 2025, the RTA / the Company shall refer such
securities to the administering authority under the Benami
Transactions (Prohibitions) Act, 1988, and / or the Prevention of
Money Laundering Act, 2002.
18.
Information and other instructions relating to e-voting are as under
i.
ii.
iii.
Pursuant to the provisions of Section 108 and other
applicable provisions of the Act and Rule 20 of the Companies
(Management and Administration) Rules, 2014, as amended
and Regulation 44 of the SEBI Listing Regulations, MCA
Circulars and SEBI Circular the Company is pleased to
provide its Members facility to exercise their right to vote on
resolutions proposed to be passed in the Meeting by
electronic means.
The Company has engaged the services of CDSL to provide
e-voting facility to the Members.
Voting rights shall be reckoned on the paid-up value of shares
registered in the name of the Member/ beneficial owner (in
case of electronic shareholding) as on the cut-off date, i.e.,
Tuesday, 19 September 2023. A person who is not a Member
as on the cut-off date should treat this Notice for information
purposes only.
iv.
A person, whose name is recorded in the Register of Members
or in the register of beneficial owners maintained by the
AGM NOTICE
v.
depositories as on the cut-off date, i.e., Tuesday, 19 September
2023, only shall be entitled to avail the facility of e-voting.
Members who are holding shares in physical form or who
have not registered their email address with the Company /
Depository or any person who acquires shares of the
Company and becomes a Member of the Company after the
Notice has been sent electronically by the Company, and
holds shares as on the cut-off date, i.e. Tuesday, 19 September
2023; such Member may obtain the User ID and password by
sending a request at helpdesk.evoting@cdslindia.com or may
temporarily get their email registered with the Company's
RTA. In case of any queries, members may contact
Company's RTA, Unit - Eros International Media Limited, C-
101, 247 Park, L.B.S Marg, Vikhroli (West), Mumbai 400 083.
It is further clarified that for permanent registration of Email
address, Members are required to register their Email
address in respect of Electronic holdings with their concerned
DPs and in respect of Physical Holdings with the Company's
RTA, by sending an email at rnt.helpdesk@linkintime.co.in or
at Co's email
Id compliance.officer@erosintl.com by
following due procedure.
However, if a Member is already registered with CDSL for e-
voting then existing User ID and password can be used for
casting vote.
vi. Mr. C R Bhagwat, Practicing Company Secretary,
(Membership No. F7075, CP No: 26844) proprietor of C R
Bhagwat & Associates has been appointed as the Scrutinizer
for providing facility to the members of the Company to
scrutinize the voting and remote e-voting process in a fair and
transparent manner.
vii.
The Scrutinizer, after scrutinizing the votes, will, not later than
forty eight hours from the conclusion of the Meeting; make a
consolidated scrutinizer's report which shall be placed on the
website of the Company, i.e. www.erosmediaworld.com and
on the website of CDSL. The results shall simultaneously be
communicated to the Stock Exchanges.
viii.
Information and other instructions relating to e-voting
are as under
a) The remote e-voting facility will be available during the
following period:
Commencement of e-voting: From 9:00 a.m. (IST) on
Friday, 22 September 2023. End of e-voting: Up to 5:00
p.m. (IST) on Monday, 25 September 2023. The remote
e-voting will not be allowed beyond the aforesaid date
and time and the e-voting module shall be disabled by
CDSL upon expiry of the aforesaid period.
b) The Members who have cast their vote by remote e-
voting prior to the Meeting may also attend/ participate in
the Meeting through VC / OAVM but shall not be entitled
to cast their vote again.
c) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/
CIR/P/2020/242 dated December 09, 2020, under
Regulation 44 of SEBI Listing Regulations, listed entities
are required to provide remote e-voting facility to its
shareholders, in respect of all shareholders' resolutions.
However, it has been observed that the participation by
the public non-institutional shareholders/retail
shareholders is at a negligible level.
Currently, there are multiple e-voting service providers
(ESPs) providing e-voting facility to listed entities in India.
This necessitates registration on various ESPs and
maintenance of multiple user IDs and passwords by the
shareholders.
EROS INTERNATIONAL MEDIA LIMITED 139
AGM NOTICE
In order to increase the efficiency of the voting process,
pursuant to a public consultation, it has been decided to
enable e-voting to all the demat account holders, by
way of a single login credential, through their demat
accounts/ websites of Depositories/ Depository
Participants. Demat account holders would be able to
cast their vote without having to register again with the
ESPs, thereby, not only
facilitating seamless
authentication but also enhancing ease and
convenience of participating in e-voting process.
Type of
shareholders
Individual
Shareholders
holding
securities in
demat mode
with NSDL
d) Pursuant to SEBI circular no. SEBI/HO/CFD/CMD/
CIR/P/2020/242 dated December 09, 2020 on
e-voting
facility provided by Listed Companies,
Individual shareholders holding securities in demat
mode are allowed to vote through their demat account
maintained with Depositories and Depository
Participants. Shareholders are advised to update their
mobile number and email Id in their demat accounts in
order to access e-voting facility.
Pursuant to above said SEBI Circular, Login method for e-
voting and joining virtual meetings for Individual
shareholders holding securities in Demat mode is
given below:
Type of
shareholders
Individual
Shareholders
holding
securities in
Demat mode
with CDSL
Login Method
1) Users of who have opted for CDSL's Easi / Easiest
facility, can login through their existing user id and
password. Option will be made available to reach e-
voting page without any further authentication. The
URLs for users to login to Easi / Easiest are
https://web.cdslindia.com/myeasi/home/login or
www.cdslindia.com and click on Login icon and
select New System Myeasi.
2) After successful login the Easi / Easiest user will be
able to see the e-voting Menu. On clicking the e-
voting menu, the user will be able to see the
respective e-voting service provider i.e. CDSL/
NSDL/ KARVY/ LINK INTIME as per information
provided by Issuer / Company. Additionally, we are
providing links to e-voting Service Providers, so that
the user can visit the e-voting service providers' site
directly.
3)
If the user is not registered for Easi/Easiest, option to
register is available at https://web.cdslindia.com/
myeasi./Registration/ EasiRegistration
4) Alternatively, the user can directly access e-voting
page by providing Demat Account Number and PAN
No. from a link in www.cdslindia.com home page or
click on https://evoting.cdslindia.com/Evoting/
EvotingLogin. The system will authenticate the user
by sending OTP on registered Mobile & Email as
recorded in the Demat Account. After successful
authentication, user will be provided links for the
respective ESP where the e-voting is in progress
during or before the AGM.
1)
Individual
Shareholders
holding
securities in
demat mode
with NSDL
If you are already registered for NSDL IDeAS facility,
please visit the e-Services website of NSDL. Open
web browser by typing the
following URL:
https://eservices.nsdl.com either on a Personal
Computer or on a mobile. Once the home page of e-
Services is launched, click on the "Beneficial Owner"
icon under "Login" which is available under 'IDeAS'
section. A new screen will open. You will have to
enter your User ID and Password. After successful
authentication, you will be able to see e-voting
140
ANNUAL REPORT 2022-23
Login Method
services. Click on "Access to e-voting" under e-
voting services and you will be able to see e-voting
page. Click on company name or e-voting service
provider name and you will be re-directed to e-voting
service provider website for casting your vote during
the remote e-voting period or joining virtual meeting
& voting during the meeting.
2)
If the user is not registered for IDeAS e-Services,
option to register is available at https://eservices.
nsdl.com. Select "Register Online for IDeAS "Portal
or click at https://eservices.nsdl.com/SecureWeb/
IdeasDirectReg.jsp
3) Visit the e-voting website of NSDL. Open web
b r o w s e r b y t y p i n g t h e
f o l l o w i n g U R L :
https://www.evoting.nsdl.com/ either on a Personal
Computer or on a mobile. Once the home page of e-
voting system is launched, click on the icon "Login"
which is available under 'Shareholder/Member'
section. A new screen will open. You will have to
enter your User ID (i.e. your sixteen digit demat
account number hold with NSDL), Password/OTP
and a Verification Code as shown on the screen.
After successful authentication, you will be
redirected to NSDL Depository site wherein you can
see e-voting page. Click on company name or e-
voting service provider name and you will be
redirected to e-voting service provider website for
casting your vote during the remote e-voting period
or joining virtual meeting & voting during the
meeting.
You can also login using the login credentials of your
demat account through your Depository Participant
registered with NSDL/CDSL for e-voting facility. After
successful login, you will be able to see e-voting option.
Once you click on e-voting option, you will be redirected
to NSDL/CDSL Depository site after successful
authentication, wherein you can see e-voting feature.
Click on company name or e-voting service provider
name and you will be redirected to e-voting service
provider's website for casting your vote during the remote
e-voting period or joining virtual meeting & voting during
the meeting.
Individual
Shareholders
(holding
securities in
demat mode)
login through
their
Depository
Participants
Important note : Members who are unable to retrieve User ID/ Password
are advised to use Forget User ID and Forget Password option available
at abovementioned website.
Helpdesk for Individual Shareholders holding securities in
demat mode for any technical issues related to login through
Depository i.e. CDSL and NSDL
Login type
Helpdesk details
Individual Shareholders
holding securities in
Demat mode with
CDSL
Members facing any technical issue in login
can contact CDSL helpdesk by sending a
request at helpdesk.evoting@cdslindia.com
or contact at toll free no.: 1800 22 5533.
Individual Shareholders
holding securities in
Demat mode with
NSDL
Members facing any technical issue in login
can contact NSDL helpdesk by sending a
request at evoting@nsdl.co.in or call at
1800 102 0990 and 1800 22 4430.
e) Login method for e-voting other than individual
i) Click on the EVSN of the "EROS INTERNATIONAL MEDIA
shareholders & physical shareholders.
LIMITED".
AGM NOTICE
1) The shareholders should log on to the e-voting website
www.evotingindia.com.
2) Click on "Shareholders" module.
3) Now Enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits
Client ID,
c. Members holding shares in Physical Form should
enter Folio Number registered with the Company OR
Alternatively, if you are registered for CDSL's
EASI/EASIEST e-services, you can
log-in at
https://www.cdslindia.com from Login - Myeasi using
your login credentials. Once you successfully log-in to
CDSL's EASI/EASIEST e-services, click on e-voting
option and proceed directly to cast your vote
electronically.
4) Next enter the Image Verification as displayed and Click
on Login.
5)
If you are holding shares in demat form and had logged
on to www.evotingindia.com and voted on an earlier
voting of any company, then your existing password is to
be used.
6)
If you are a first time user follow the steps given below:
PAN
Dividend
Bank Details
OR
Date of Birth
(DOB)
For Physical Shareholders and other than individual
shareholders holding shares in Demat Form
Enter your 10-digit alpha-numeric PAN issued by Income
Tax Department (Applicable for both demat shareholders
as well as physical shareholders)
Shareholders who have not updated their PAN with the
Company/Depository Participant are requested to use
the sequence number sent by Company/RTA or contact
Company/RTA.
Enter the Dividend Bank Details or Date of Birth (in
dd/mm/yyyy format) as recorded in your demat account
or in the company records in order to login.
If both the details are not recorded with the depository or
company please enter the member id / folio number in
the Dividend Bank details field as mentioned in
instruction (v).
f) After entering these details appropriately, click on
"SUBMIT" tab.
g) Members holding shares in physical form will then reach
directly the Company selection screen. However,
members holding shares in demat form will now reach
'Password Creation' menu wherein they are required to
mandatorily enter their login password in the new
password field. Kindly note that this password is to be
also used by the demat holders for voting for resolutions
of any other company on which they are eligible to vote,
provided that company opts for e-voting through CDSL
platform. It is strongly recommended not to share your
password with any other person and take utmost care to
keep your password confidential.
h) For Members holding shares in physical form, the details
can be used only for e-voting on the resolutions contained
in this Notice.
j) On the voting page, you will see "RESOLUTION
DESCRIPTION" and against
the option
"YES/NO" for voting. Select the option YES or NO as
desired. The option YES implies that you assent to the
Resolution and option NO implies that you dissent to the
Resolution.
the same
k) Click on the "RESOLUTIONS FILE LINK" if you wish to view
the entire Resolution details.
l) After selecting the resolution you have decided to vote on,
click on "SUBMIT". A confirmation box will be displayed. If
you wish to confirm your vote, click on "OK", else to
change your vote, click on "CANCEL" and accordingly
modify your vote.
m) Once you "CONFIRM" your vote on the resolution, you will
not be allowed to modify your vote.
n) You can also take out print of the voting done by you by
clicking on "Click here to print" option on the Voting page.
o)
p)
If Demat account holder has forgotten the changed
password then enter the User ID and the image
verification code and click on Forgot Password & enter
the details as prompted by the system.
If you have any queries or issues regarding e-Voting from
the e-voting system, you may refer the Frequently Asked
Questions (FAQs) and e-voting manual available at
www.evotingindia.com, under help section or write an
email to helpdesk.evoting@cdslindia.com or contact
Mr. Nitin Kunder (022- 23058738) or Mr. Mehboob Lakhani
(022-23058543) or Mr. Rakesh Dalvi (022- 23058542).
q) All grievances connected with the facility for voting by
electronic means may be addressed to Mr. Rakesh Dalvi,
Sr. Manager, Central Depository Services (India) Limited
(CDSL), A Wing, 25 Floor, Marathon Futurex, Mafatlal Mill
Compounds, N M Joshi Marg, Lower Parel (East),
Mumbai - 400013 or send an email to helpdesk.evoting@
cdslindia.com or call on toll free no. 1800 22 55 33.
th
r) Note for Non - Individual Shareholders and
Custodians - For Remote Voting only.
• Non-Individual shareholders (i.e. other than
Individuals, HUF, NRI etc.) and Custodian are
required to log on to www.evotingindia.com and
register themselves as Corporate.
• A scanned copy of the Registration Form bearing the
stamp and sign of the entity should be emailed to
helpdesk.evoting@cdslindia.com.
• After receiving the login details a Compliance User
should be created using the admin login and
password. The Compliance User would be able to link
the account(s) for which they wish to vote on.
• The list of accounts linked in the login will be mapped
automatically and can be delink in case of wrong
mapping.
• A scanned copy of the Board Resolution and Power of
Attorney (POA) which they have issued in favour of the
Custodian, if any, should be uploaded in PDF format
in the system for the scrutinizer to verify the same.
• Alternatively Non Individual shareholders are required
to send the relevant Board Resolution/ Authority letter
etc. together with attested specimen signature of the
duly authorized signatory who are authorized to vote,
EROS INTERNATIONAL MEDIA LIMITED 141
2.
3.
4.
5.
6.
7.
8.
The Members can join the Meeting through VC/OAVM mode 15
minutes before and after the scheduled time of the commencement
of the Meeting by following the procedure mentioned in the Notice.
The facility of participation at the Meeting through VC/OAVM will be
made available to at least 1000 members on first come first served
basis. However, the participation of
large Shareholders
(Shareholders holding 2% or more shareholding), Promoters,
Institutional Investors, Directors, Key Managerial Personnel, the
Chairpersons of the Audit Committee, Nomination and
Remuneration Committee and Stakeholders Relationship
Committee, Auditors etc. are not restricted on first come first served
basis.
Shareholders are encouraged to join the Meeting through Laptops /
IPads for better experience.
Further Shareholders will be required to allow Camera and use
Internet with a good speed to avoid any disturbance during the
Meeting.
Please note that Participants Connecting from Mobile Devices or
Tablets or through Laptop connecting via Mobile Hotspot may
experience Audio/Video loss due to Fluctuation in their respective
network. It is therefore recommended to use Stable Wi-Fi or LAN
Connection to mitigate any kind of aforesaid glitches.
from
their request
Members who would like to express their views or ask questions
during the Meeting may register themselves as a speaker by
sending
their registered email address
mentioning their name, DP ID and Client ID/folio number, PAN,
mobile number at compliance.officer@erosintl.com. Those
Shareholders who have registered themselves as a speaker will
only be allowed to express their views/ask questions during the
Meeting.
The Shareholders who have not registered themselves can put the
question on the chatbox available on the screen at the time of the
Meeting.
Members who need technical assistance before or during the
Meeting can send an email to helpdesk.evoting@cdslindia.com or
call 1800225533.
By Order of the Board of Directors
For Eros International Media Limited
Vijay Thaker
Vice President- Company Secretary &
Compliance Officer
Date: 11 August 2023
Place: Mumbai
AGM NOTICE
to the Scrutinizer and to the Company at the email
address viz; compliance.officer@erosintl.com, if they
have voted from individual tab & not uploaded same
in the CDSL e-voting system for the scrutinizer to verify
the same.
PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL
ADDRES SES ARE NOT REGISTERED WITH THE
DEPOSITORIES & COMPANY/RTA :
a.
b.
c.
For Physical shareholders- please provide necessary details
like Folio No., Name of shareholder, scanned copy of the
share certificate (front and back), PAN (self-attested scanned
copy of PAN card), AADHAR (self-attested scanned copy of
Aadhar Card) by email to Company/RTA email id.
For Demat shareholders - Please update your email id &
mobile no. with your respective Depository Participant (DPs)
For Individual Demat shareholders - Please update your email
id & mobile no. with your respective Depository Participant
(DPs) which is mandatory while e-voting & joining virtual
meetings through Depository.
19.
In case of joint holders, the Member whose name appears as the
first holder in the order of names as per the Register of Members of
the Company will be entitled to vote at the Meeting.
20. Share transfer documents and all correspondence relating thereto,
should be addressed to the Link Intime India Private Limited, Unit -
Eros International Media Limited, C-101, 247 Park, L.B.S Marg,
Vikhroli (West), Mumbai 400 083, RTA of the Company.
21.
To prevent fraudulent transactions, Members are advised to
exercise due diligence and notify the Company of any change in
address or demise of any Member as soon as possible. Members
are also advised not to leave their demat account(s) dormant for
long. Periodic statement of holdings should be obtained from the
concerned DPs and holdings should be verified.
22. SEBI vide its Circular dated 3 November 2021, has mandated
registration of PAN, KYC details and Nomination, by holders of
physical securities. Members holding shares in physical form are
requested to submit their PAN, KYC details and Nomination details
by sending a duly filled and signed Form ISR-1 to Link Intime India
Private Limited Unit - Eros International Media Limited, C-101, 247
Park, L.B.S Marg, Vikhroli (West), Mumbai 400 0839 or by email to
rnt.helpdesk@linkintime.co.in from their registered email id.
INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE
MEETING THROUGH VC/OAVM ARE AS UNDER :
1.
Shareholder will be provided with a facility to attend the Meeting
through VC/OAVM through the CDSL e-voting system. Share-
holders may access the same at https://www.evotingindia.com
under Shareholders/Members login by using the remote e-voting
credentials. The link for VC/OAVM will be available in Shareholders/
Members login where the EVSN of the Company will be displayed.
142
ANNUAL REPORT 2022-23
AGM NOTICE
EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102
OF THE COMPANIES ACT, 2013
Annexure I to the Notice
Item No. 3 :
th
The Company at its 26 Annual General Meeting ("AGM") held on
15 December 2020 had re-appointed Mr. Sunil Lulla as Executive Vice
Chairman & Managing Director of the Company for a period of five years
with effect from 28 September 2020 till 27 September 2025, by means of
Special Resolution passed by the Members of the Company on the terms
and conditions including payment of remuneration as mentioned therein.
Post COVID-19, the Company had challenges in completing projects for
releasing its films on account of significant cashflow challenges leading to
deferment of planned film slate. This impacted the revenue and
profitability of the Company during financial year 2022-23, and the
Company was forced to evaluate strategic assets sale of its Music library
to a third party. The consequent reduction of Bank debt and liquidity in the
balances is expected to allow the Company to recommence production
on its previously planned film slate.
As a result of the above, the remuneration paid/payable to Mr. Sunil Lulla
for the financial year 2022-23 exceeded the limits specified under Section
197 of the Companies Act, 2013 ("the Act") read with Schedule V thereto.
Pursuant to Section 197(10) of the Act, the members of the Company can
waive the recovery of excess remuneration by passing a special
resolution.
The management of the Company believes that the remuneration as
previously approved by the members of the Company and paid to
Mr. Sunil Lulla is justified in terms of their key role within the Company.
The Nomination and Remuneration Committee and the Board have at
their respective meeting(s) held on 29 May 2023, subject to the approval
of the Members of the Company, accorded their approvals for waiver of
the recovery of excess managerial remuneration paid / payable by the
Company to Mr. Sunil Lulla and, in the interest of the Company have also
recommended the aforesaid resolution as set out in this Notice for
approval of the Members.
Accordingly, it is proposed that approval of the Members of the Company
by way of a special resolutions be obtained for the waiver of recovery of
excess remuneration paid / payable to Mr. Sunil Lulla.
The Company has as on date not defaulted in payment of dues to any
bank or public financial institution or non-convertible debenture holders or
other secured creditor, if any.
None of the Directors and / or Key Managerial Personnel of the Company
and their relatives except Mr. Sunil Lulla and his relatives to the extent of
their shareholding interest, if any are concerned or interested, financially
or otherwise, in the resolution set out at Item No. 3 of the accompanying
Notice.
The Board recommends the Special Resolution as set out in Item No. 3 of
the Notice for approval of the Members.
Item No. 4
Pursuant to provisions of Section 152 of the Companies Act, 2013 ("the
Act") read with the applicable rules made thereunder, the Board of
Directors of the Company ("Board"), basis the recommendation of the
Nomination and Remuneration Committee ("NRC"), had appointed
Mr. Sagar S. Sadhwani (DIN: 03559502) as an Additional Director
(Non-Executive and Non-Independent) of the Company with effect from
11 August 2023.
In accordance with the provisions of Section 161 of the Act read with the
applicable rules made thereunder and Article 153 of the Articles of
Association of the Company, Mr. Sagar Sadhwani being an Additional
Director, holds office up to the date of this Annual General Meeting
("AGM") of the Company. The Company has received a notice in writing
from a Member of the Company under Section 160 of the Act proposing
the candidature of Mr. Sagar Sadhwani for the office of a Director of the
Company.
Mr. Sagar Sadhwani is not disqualified from being appointed as a Non-
Executive Director in terms of Section 164 of the Act and has given his
consent to act as a Director of the Company. He is not debarred from
holding the office of a Director by virtue of any order issued by the
Securities and Exchange Board of India or any other such authority. The
profile and specific areas of expertise of Mr. Sadhwani are provided as
Annexure to this Notice.
Given his experience, the Board considers it desirable and in the interest
of the Company to have Mr. Sadhwani on the Board of the Company and
accordingly the Board recommends the appointment of Mr. Sadhwani as
Director (Non-Executive and Non-Independent) as proposed in the
resolution set out at Item No. 4 for approval by the Members.
None of the Directors and / or Key Managerial Personnel of the Company
and their relatives except Mr. Sagar S. Sadhwani is concerned or
interested, financially or otherwise, in the resolution set out at Item No. 4 of
the accompanying Notice.
Item No. 5
Based on the recommendation of Nomination and Remuneration
Committee, the Board of Directors of the Company, had appointed
Mrs. Urvashi Saxena (DIN: 02021303) as an Additional Independent
Director, not liable to retire by rotation w.e.f. 11 August 2023.
Pursuant to the provisions of Section 161(1) of the Companies Act, 2013
("Act") and Article 153 of the Articles of Association of the Company,
Mrs. Urvashi Saxena shall hold office up to the date of this Annual General
Meeting and is eligible to be appointed as a Director. The Company has, in
terms of Section 160(1) of the Act, received in writing a notice from
Member, proposing her candidature for the office of Director. The profile
and specific areas of expertise of Mrs. Saxena are provided as Annexure
to this Notice.
Mrs. Urvashi Saxena has given her declaration to the Board that she
meets the criteria of independence as provided under Section 149(6) of
the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"),
is not restrained from acting as a Director by virtue of any Order passed by
SEBI or any such authority and is eligible to be appointed as a Director in
terms of Section 164 of the Act. She has also given her consent to act as a
Director.
In the opinion of the Board, Mrs. Saxena is a person of integrity,
possesses the relevant expertise / experience and fulfills the conditions
specified in the Act and the SEBI Listing Regulations for appointment as
an Independent Director and she is independent of the management.
As per the Regulation 17 (1A) of SEBI Listing Regulations, approval of the
Members is required by way of special resolution for continuing the
Directorship of any Non-Executive Director who have attained the age of
75 years.
Given her experience, the Board considers it desirable and in the interest
of the Company to have Mrs. Saxena on the Board of the Company and
accordingly the Board recommends appointment of Mrs. Saxena as an
Independent Director as proposed in the resolution set out at Item No. 5
for approval by the Members.
Electronic copy of the terms and condition of appointment of the
Independent Directors is available for inspection. Please refer to Note 8
given in the Notice on inspection of documents.
None of the Directors and / or Key Managerial Personnel of the Company
and their relatives except Mrs. Urvashi Saxena is concerned or interested,
financially or otherwise, in the resolution set out at Item No. 5 of the
accompanying Notice.
EROS INTERNATIONAL MEDIA LIMITED 143
AGM NOTICE
Item No. 6
th
The Members at the 27 Annual General Meeting ("AGM") held on
28 September 2021 had approved, under the provisions of Section 197 of
the Companies Act, 2013 ("Act") and other applicable provisions of the
Act, payment of commission to the Non-Executive Directors, an amount
not exceeding 1% of the net profits of the Company in terms of Section
197 of the Act, computed in accordance with the provisions of Section 198
of the Act or such other percentage as may be specified from time to time.
However, taking into consideration the financial loss of the Company, no
commission was paid to the Non-Executive Directors. The Company has
incurred a loss as computed under Section 198 of the Act and therefore
no commission would be payable to the Non-Executive Directors for
FY 2022-23.
In terms of Sections 149(9), 197(3) and Section II of Part II of Schedule V of
the Act companies having no / inadequate profits can pay remuneration to
its Non-Executive Directors (including Independent Directors) within the
limits based on the 'effective capital' of a company in accordance with the
provisions contained in the Schedule V to the Act.
With the enhanced Corporate Governance requirements under the Act
and the SEBI (Listing obligations and Disclosure Requirement),
Regulations, 2015 coupled with the size, complexity and global
operations of Eros Group, the role and responsibilities of the Board,
particularly Independent Directors has become more onerous, requiring
greater time commitments, attention as also a higher level of oversight. In
view of the above, to incentivize them for their time, contribution rich
experience and critical guidance provided, including at the Board and
Committee meetings and pursuant to the amended provisions of
Sections 149(9), 197(3) and Section II of Part II of Schedule V of the Act
and based on the recommendations of the Nomination and
Remuneration Committee and the Board of Directors at its meeting held
on 29 May 2023 have recommended and approved payment of
remuneration to the Non-Executive Directors (including Independent
Directors) of the Company within the limits prescribed under Section II of
Part II of Schedule V of the Act for the Financial Years 2023-24 to 2025-26
in case of inadequacy of profits/ losses for in any of the said financial
year(s).
STATEMENT CONTAINING ADDITIONAL INFORMATION AS
REQUIRED UNDER SCHEDULE V TO THE ACT
I.
GENERAL INFORMATION:
A) Nature of Industry
The Indian Media & Entertainment ("M&E") sector grew 20% to
INR 2.1 trillion (US$26.2 billion), 10% above its pre-pandemic
levels. While television remained the largest segment, digital
media cemented its position as a strong number two segment
followed by print media. The M&E sector is expected to grow
11.5% in 2023 to reach INR 2.34 trillion (US$29.2 billion), then
grow at a CAGR of 10% to reach INR 2.83 trillion (US$35.4
billion) by 2025.
The filmed entertainment segment recovered as theatrical
releases doubled and reclaimed the fourth position
overtaking online gaming. Over 1,600 films were released in
2022, which is 9% higher than 2019 levels. 335 Indian films
were released overseas. Gross box Office (GBO) revenues
increased almost three times the revenues of 2021 to INR 105
billion. The INR 100 billion mark in GBO collections was
crossed only the second time in Indian history. There is a large
expansion in regional films. Of the 1,623 movies released this
year across languages, the highest number of films were
released in Telugu (278), Kannada (233), followed by Tamil
(288) and Malayalam (199). Only 194 films were released in
Hindi. Filmed entertainment recovered to 90% of its pre-
pandemic levels. We expect the film segment to continue to
grow, driven by theatrical revenues as Hindi movies go mass
in their storytelling, incorporate more VFX to enhance the
movie-going experience and expand into tier-II and III cities.
144
ANNUAL REPORT 2022-23
The Filmed Entertainment segment will grow to INR 228 billion
by 2025 driven by higher per capita income, which will expand
the cinema audience base to 120 to 150 million, and by
offering segmented offerings - classy and massey - for
distinct audience sets across markets and price points.
In the digital media space, the sharing economy is likely to
manifest itself in group subscription products for families,
friends, neighbours, colleges and corporates. Furthermore,
there will be more opportunities for content syndication
among telecommunication companies, direct-to-consumer
platforms of brands and through various distribution channels
such as transactional video-on-demand (TVOD). These
opportunities have the potential to generate more than INR 10
Billion by 2025.
The demand for original content is expected increase from
3,000 hours in 2021 to over 4,000 hours by 2025,
supplementing the digital video subscription industry in India
for significant growth and expansion going ahead.
B) Date of expected date of commencement of commercial
production :
The Company was incorporated on 19 August 1994.
Immediately after incorporation, the Company had engaged
in the activities of production and distribution of films and
other entertainment programs.
C)
In case of new companies, expected date of
commencement of activities as per project approved by
financial institutions appearing in the prospectus:
Not Applicable
D)
Financial performance based on given indicators:
Please refer Page No. 7 of the Annual Report.
E)
Foreign investments or collaborators, if any:
The Company has not entered into any material foreign
collaboration and no direct capital investment has been made
in the Company. Foreign investors, mainly comprising FIIs
holders, are investors in the Company on account of past
issuances of securities and secondary market purchases.
II.
Given below is the information about the appointees as
required under Schedule V of the Act, the effective capital of
the Company for various financial years as applicable to the
Non-Executive Directors and the maximum amount of
remuneration that may be payable to them:
Name of Director
Mr. Dhirendra
Swarup
Mr. Manmohan
Kumar Sardana
Mrs. Urvashi
Saxena
Mr. Sagar
Sadhwani
Background Details,
Job Profile, Suitability,
R e c o g n i t i o n a n d
Rewards
The details for each of these Directors can be
found on the website of the company at
www.erosmediaworld.com. Please also refer to
the Report on Corporate Governance, which
forms part of this Annual Report.
Date of appointment
in the Company
Past Remuneration
(Amount in `)
FY 2022-23
FY 2021-22
FY 2020-21
*Maximum amount of
remuneration for FY
2023-24 (Amount in `)
10/02/2010 31/08/2021 11/08/2023 11/08/2023
34,50,000
22,50,000
33,70,000
11,50,274
31,20,000
NA
NA
NA
NA
NA
NA
NA
17,00,000
17,00,000 17,00,000 17,00,000
AGM NOTICE
Name of Director
Mr. Dhirendra
Swarup
Mr. Manmohan
Kumar Sardana
Mrs. Urvashi
Saxena
Mr. Sagar
Sadhwani
C.
Expected
measurable terms:
increase
in productivity and profits
in
17,00,000
8,50,000
8,50,000
8,50,000
The remuneration has been considered by the
Nomination and Remuneration Committee and
the Board of Directors of the Company and is in
line with the remuneration being drawn by similar
positions in the media industry.
Remuneration
proposed
(Amount in `)
Comparative remune-
ration profile with
industry,
respect to
size of the company,
profile of the position
and person (in case of
e x p a t r i a t e s t h e
relevant details would
be with respect to the
country of his origin)
Pecuniary relationship
directly or
indirectly
with the company, or
relationship with the
managerial personnel
or other director, if any
The Non-Executive Directors do not have any
pecuniary relationship with the Company except
to the extent of Sitting Fees, Commission or
Remuneration, as applicable, and reimburse-
ment of out-of-pocket expenses received by
them for attending the meetings.
* The limit on remuneration is based on Effective Capital which shall be
calculated as of the last date of the financial year preceding the financial
year in which the appointment of the Director is made as per Schedule V to
the Act.
III. Other Information
A.
Reasons of loss or inadequate profits:
As per Expected Credit Loss ("ECL") Policy, on quarterly basis,
senior management reviews content advances un-utilised for
a period more than 3 years from the date when such
advances were given. Based on review, where management
foresee that a substantial period of time will be taken to
complete the film project, a provision will be made for 10% of
such content advances on a quarterly basis.
B.
Steps taken or proposed to be taken for improvement:
The Company holds in its library aggregated rights to more
than 2,000 films, including both recent titles, as well as classic
titles that span different genres, budgets and languages. In
addition, the Company has also co-produced/acquired a
portfolio of over 130+ new films over the years.
This impressive library and its monetization through various
channels, including Satellite TV, Overseas, In-flight and other
channels, provide Company with multiple sources of revenue.
The Company has also started formulating innovative ways of
updating its existing content libraries. Given a rise in demand
for content and increasing viewership on OTT platforms,
coupled with the limited production of new content, existing
library content is likely to become more valuable.
We believe all the initiatives listed above will bring and create
further value for our shareholders. It will also enhance the
revenue potential of the Group, resulting in better and
improved profit for the companies of the Eros Group.
Regulation 17(6) of the SEBI Listing Regulations authorises the
Board of Directors to recommend all fees and compensation, if any,
paid to Non-Executive Directors, including Independent Directors
and the same would require approval of members in general
meeting.
This remuneration will be distributed amongst all or some of the
Non-Executive Directors, taking into consideration parameters
such as attendance at Board and Committee meetings,
contribution at or other than at meetings, etc. in accordance with the
directions given by the Board as prescribed under the
Remuneration Policy of the Company. Kindly refer website of the
company at www.erosmediaworld.com.
The above resolution would be valid for a period of 3 years i.e. upto
and including remuneration to be paid for the financial year
2025-26. It is clarified that in case of adequate profits, the Company
would pay commission to its Non-Executive Directors upto an
amount not exceeding 1% of the profits for that financial year as
approved by the Members at the AGM held on 03 September 2015.
The above remuneration shall be in addition to fees payable to the
Director(s) for attending meetings of the Board/ Committees or for
any other purpose whatsoever, as may be decided by the Board
and reimbursement of expenses for participation in the Board and
other meetings.
The Company has not defaulted in payment of dues to any bank or
public financial institution or non-convertible debenture holders or
other secured creditor.
Your Director recommends the resolution set out at Item No. 6 of the
Notice for approval by the members. Accordingly, members
approval is sought by way of an Ordinary Resolution for payment of
remuneration to the Non-Executive Directors as set out in the said
resolution.
None of the Directors and / or Key Managerial Personnel of the
Company and their relatives except Mr. Dhirendra Swarup,
Mrs. Urvashi Saxena, Mr. Manmohan Kumar Sardana and Mr. Sagar
Sadhwani are concerned or interested, financially or otherwise, in
the resolution set out at Item No. 6 of the accompanying Notice.
By Order of the Board of Directors
For Eros International Media Limited
Vijay Thaker
Vice President- Company Secretary &
Compliance Officer
Date: 11 August 2023
Place: Mumbai
EROS INTERNATIONAL MEDIA LIMITED 145
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NOTES
148 ANNUAL REPORT 2022-23
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Off. Veera Desai Road, Andheri West,
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